Calculation of Adjustment Amount Sample Clauses

Calculation of Adjustment Amount. (a) The “
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Calculation of Adjustment Amount. At least 15 Business Days prior to the Effective Time, the Company shall prepare in good faith and deliver to Parent an estimate of the Adjustment Amount, calculated in accordance with Schedule I. The Company and Parent agree to negotiate in good faith and to use reasonable best efforts to agree on the Adjustment Amount at least 10 Business Days prior to the Effective Time. If the Company and Parent agree on the amount of the Adjustment Amount, then the Adjustment Amount shall equal such agreed amount. In the event that the Company and Parent do not agree on the Adjustment Amount at least 10 Business Days prior to the Effective Time, the parties may jointly engage Morgxx Xxxnxxx Xxxx Xxxxxx, xx the parties may mutually agree to engage another nationally recognized investment banking firm or accounting firm (the "Arbitrator"), to calculate the Adjustment Amount. If the Adjustment Amount is not mutually agreed by the Company and Parent, at least two Business Days prior to the Effective Time, the Arbitrator shall calculate the Adjustment Amount in accordance with Schedule I and shall deliver such amount to the Company and Parent, and the Adjustment Amount shall equal the amount so calculated and delivered. The fees and expenses of the Arbitrator shall be shared equally between Spinco and Parent.
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Calculation of Adjustment Amount. (a) As promptly as practicable after the Closing Date, and in any event not later than 120 days after the Closing Date, Seller shall deliver to Buyer (i) a combined balance sheet of the Midstream Companies as of the beginning of the Effective Date (the "Effective Date Balance Sheet"), prepared on the same basis as the Financial Statements referred to in Section 4.7 have been prepared and (ii) a certificate of Seller (the "Post-Closing Certificate") showing its calculation of the Adjustment Amount. Buyer agrees, without charge to Seller, to give Seller and its authorized representatives reasonable access to such employees, offices and other facilities and such books and records of the Midstream Companies as are reasonably necessary to allow Seller and its authorized representatives to prepare the Effective Date Balance Sheet in compliance with this Section 2.5.
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Calculation of Adjustment Amount. The Adjustment Amount shall be equal to $750,000, minus the amount (the "Deduction Amount"), if any, by which the sum of (i) the amount of the Inventories (less any raw materials or components which Buyer elects not to purchase pursuant to Section 1.1(b)), (ii) the amount of any unused royalties prepaid to Formula Consultants Incorporated ("Consultants") and (iii) the amount of the accounts receivable minus the amount of any stated reserve and of the accounts payable, each as shown upon the Final Statement, is less than $1,500,000. If such sum equals or exceeds $1,500,000, the Adjustment Amount shall be equal to $750,000 plus the amount by which such sum exceeds $1,500,000. If the Adjustment Amount is greater than zero, then the Adjustment Amount shall be paid to Seller by Buyer. If however, the Adjustment Amount is negative, Seller shall pay to Buyer the amount by which the Deduction Amount exceeds $750,000.
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Calculation of Adjustment Amount. (a) The “Adjustment Amount” is an amount of US dollars (expressed as a positive or a negative number, as applicable) equal to the sum of (i) the CapEx Adjustment Amount plus (ii) the Working Capital Adjustment Amount minus (iii) the Company Transaction Expense Amount minus (iv) Closing Debt. (b) The “CapEx Adjustment Amount” is an amount of US dollars equal to the aggregate Capital Expenditures incurred and paid by any Company Group Member (excluding any such Capital Expenditures in connection with (i) the Seller’s Koki Station obligations under Section 6.20 of the Agreement and (ii) the Company Group’s 2022 well connection program) for the period of time beginning at 12:01 a.m. Mountain Time on the Execution Date and ending at 11:59 p.m. Mountain Time on the Closing Date. (c) The “Working Capital Adjustment Amount” is an amount of US dollars (expressed as a positive or negative number, as applicable) equal to the difference between (i) the Net Working Capital determined as of the Measurement Time minus (ii) the Target Net Working Capital. (d) All calculations performed in this Section 1.1 will strictly adhere to the accounting principles set forth in Section 1.2 and utilize the form of Settlement Statement set forth in Exhibit B. All estimated amounts referenced in the following defined terms shall be determined in accordance with Section 2.3 of the Agreement. As used herein, the following terms will have the following meanings: (i) “Capital Expenditures” means capital expenditures with respect to any Company Assets made by any Company Group Member in furtherance of construction, connection, development, completion or expansion of the Company Assets that is (a) required by a Material Contract or (b) specifically approved in advance in writing by Buyer (notwithstanding Section 6.1(a)(xviii) of this Agreement). (ii) “Closing Debt” means the aggregate amount of Indebtedness of the Company Group as of the Measurement Time as determined in accordance with the accounting principles set forth in Section 1.2 and without giving effect to the transactions contemplated by this Agreement, excluding any payment obligations contemplated by the agreements listed on Schedule 4.4 of the Agreement.
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Calculation of Adjustment Amount. Post-Closing ---------------------------------------------- Adjustment. -----------
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Calculation of Adjustment Amount. (a) Within sixty (60) calendar days after the Closing, Purchaser shall prepare and deliver or cause to be prepared and delivered to Xxxxxx a statement (the “Closing Statement”) setting forth a good faith calculation of (i) the Net Working Capital of the Company as of the Effective Time (the “Closing Net Working Capital”), (ii) the Indebtedness of the Company as of immediately prior to the Effective Time (but calculated to include any amounts that only become payable if the Closing occurs) (the “Closing Indebtedness Amount”), and (iii) the Adjustment Amount based on such amount. The Closing Statement will be prepared in accordance with the principles set forth on Schedule 1.3(a) (collectively, the “Accounting Principles”).
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Calculation of Adjustment Amount. The adjustment to the Closing Payment shall be equal to the sum of:
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Calculation of Adjustment Amount. Within five (5) Business Days of the Purchase Price being deemed final hereunder, in the event that the Purchase Price set forth in the Purchase Price Statement (as finally determined in accordance with this Article II) is (A) less than the Initial Purchase Price, the Seller shall pay to the Purchaser an amount in cash equal to such shortfall by wire transfer of immediately available funds (and/or full or partial disbursement of the Escrow Amount as described in clause (ii) below); or (B) is greater than the Initial Purchase Price, the Purchaser shall (1) together with the Seller, instruct the Escrow Agent to deliver to the Seller the Escrow Amount and (2) deliver to the Seller an amount in cash equal to such excess by wire transfer of immediately available funds.
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Related to Calculation of Adjustment Amount

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Computation of Adjusted Price In case the Company shall at any time after the date hereof pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to a price determined by dividing:

  • Computation of Adjusted Exercise Price Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Calculation of Conversion Price The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

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