Cash Consideration Adjustment. In the event the Exchange Ratio is adjusted pursuant to the proviso contained in the second sentence of Section 2.1(c), the Cash Consideration will be adjusted upward by an amount equal to the difference between (a) $25 minus (b) the sum of (i) the Exchange Ratio as adjusted pursuant to such proviso multiplied by the Average Closing Price plus (ii) $5.
Cash Consideration Adjustment. The Cash Consideration shall be (a) increased by an amount equal to the sum of 100% of the aggregate amount, if any, of all cash or non-cash capital contributions to Bobcat DevCo and/or Beartooth DevCo by or on behalf of OMS relating to operations of such entities for the period from the Effective Time through the Closing Date and (b) decreased by an amount equal to 100% of the aggregate amount, if any, of any cash or non-cash dividends or distributions by Bobcat DevCo and/or Beartooth DevCo to OMS relating to earnings from such entities for the period from the Effective Time through the Closing Date. EXHIBIT 8.4
Cash Consideration Adjustment. The Cash Consideration shall be subject to adjustment as follows:
Cash Consideration Adjustment. At the Closing Date, the Surviving Corporation shall pay to the Genex Stockholder an amount equal to the following:
Cash Consideration Adjustment. 2 1.4 Net Assets Adjustment; Closing Cash Adjustment.......................................3 1.5 Tax and Accounting Treatment.........................................................4 ARTICLE II CLOSING.......................................................................................4 2.1 Closing..............................................................................4 2.2 Deliveries at the Closing............................................................5
Cash Consideration Adjustment. (a) Not less than three (3) business days prior to the Closing Date (as defined herein), Seller shall cause Parent to prepare and deliver to Purchaser (i) an estimated statement of the Net Assets (as defined herein) of the Companies that fairly presents the assets and liabilities of the Companies on a consolidated basis as of the close of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP applied on a basis consistent with the Combined Group Financial Statements (as defined herein) and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the Chief Executive Officer and Chief Financial Officer of each of the Companies. Purchaser and its representatives shall have full access to all relevant books and records and employees of the Companies in connection with Parent's preparation, and Purchaser's review, of the Estimated Net Assets Statement. The term "
Cash Consideration Adjustment. (a) Seller has prepared the attached Section E of the Seller Disclosure Schedule, which lists certain current assets and current liability accounts and certain accounting principles, methodologies and policies used in the determination of such accounts. The Estimated Cash Consideration shall be adjusted after the Closing in accordance with this Section 3.05 based upon (i) the actual Closing Net Indebtedness, (ii) the actual Closing Working Capital (Excluding Accounts Receivable) and (iii) the actual Closing Accounts Receivable (each of clause (i) and (iii) as calculated in accordance with Section E of the Seller Disclosure Schedule). For purposes hereof, the statement of the Closing Net Indebtedness, the Closing Working Capital (Excluding Accounts Receivable) and the Closing Accounts Receivable, together with the calculation of the Cash Consideration that results from the determination of such amounts, shall be referred to as the “Closing Statement.” For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness shall be excluded from the determination of the Closing Working Capital (Excluding Accounts Receivable) and Closing Accounts Receivable. The Closing Statement shall be prepared on the basis of, and using the same accounting principles, methodologies and policies, as specified in Section E and I of the Seller Disclosure Schedule and, to the extent not specified therein, as used in preparing the Financial Statements.
Cash Consideration Adjustment. (a) As promptly as practicable following the Closing Date (but in any event within 90 days thereafter), Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Statement”) setting forth its calculation of (i) Working Capital immediately prior to the Closing (“Closing Working Capital”), (ii) the aggregate amount of Indebtedness immediately prior to the Closing (“Closing Indebtedness”) and (iii) the resulting Cash Consideration (as such Cash Consideration is finally determined in accordance with this Section 1.5, the “Final Cash Consideration”). The Statement shall be prepared in accordance with the Balance Sheet Principles. For the avoidance of doubt, the Statement will contain the same values for items (A) and (D) in the definition of Cash Consideration as the values in the Estimated Statement.
Cash Consideration Adjustment. Subject to the satisfaction of Section 2.11.1 or Section 2.11.2, the Cash Consideration shall be decreased to an amount determined by dividing (a) the aggregate Cash Consideration minus the Shareholders' Equity Price Adjustment, if applicable, and minus the Environmental Price Adjustment, if applicable, and (b) the number of shares of Company Common Stock issued and outstanding as of the Effective Time.
Cash Consideration Adjustment. (a) The Cash Consideration shall be further adjusted (the “Final Cash Consideration Adjustment”) in accordance with the procedures set forth in Section 2.5(b) and (c) and in the following amounts: (i) in the event the Net Working Capital of the Company set forth on the Final Closing Statement (as defined below) exceeds $1,265,000, the Cash Consideration shall be increased by the dollar amount of such excess; (ii) in the event the Net Working Capital of the Company set forth on the Final Closing Statement is less than $1,000,000, the Cash Consideration payable to Seller shall be reduced by the dollar amount of such deficiency; and/or (iii) in the event that the long term liabilities and Debt of the Company as set forth on the Final Closing Statement shall exceed $30,000, the Cash Consideration shall be reduced by the dollar amount of such excess less the amount of any deduction for such long term liabilities and Debt taken as part of determining the Closing Date Cash Consideration.
