Cash Consideration Adjustments Sample Clauses

Cash Consideration Adjustments. The Cash Consideration will be subject to reduction based on the Purchase Price Adjustments described in this Section 2(d).
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Cash Consideration Adjustments. (a) The P1 Cash Consideration (and as a result the Cash Consideration) shall be decreased by an amount equal to (i) any customer payments and deposits received by Seller prior to the Closing but attributable to products or services to be provided by Purchaser 1 after the Closing (including any interest owing thereon) and (ii) any other advance payments or deposits, to the extent any of the foregoing payments or deposits are attributable to products or services to be provided after the Closing.
Sample 1
Cash Consideration Adjustments. (a) Closing Equivalent Subscribers. The Cash Consideration shall be decreased by the number, if any, by which the number of Closing Equivalent Subscribers is less than 261,201 multiplied by $5,360. The Cash Consideration shall be increased by an amount equal to the value of the consideration paid by the Companies for all Purchased Subscribers acquired between the date hereof and the Closing Date. For purposes of this Agreement, "
Sample 1
Cash Consideration Adjustments. (a) At least three (3) Business Days prior to the Closing, the Company and the Buyer shall finalize an estimated Closing Statement (the “Estimated Closing Statement”), which shall set forth the Estimated Closing Balance Sheet prepared in accordance with the form, methodology and principles used in preparing the Reference Balance Sheet, the Indebtedness for Borrowed Money of the Company and its Subsidiaries, the Non-Ordinary Course Liabilities of the Company and its Subsidiaries, the Cash of the Company and its Subsidiaries and the Estimated Closing Working Capital, in each case, estimated as of 11:59 p.m., Eastern time, on the Closing Date. The Closing Cash Consideration shall be reduced by the amount of the Estimated Working Capital Deficit, if any, or increased by the amount of the Estimated Working Capital Surplus, if any. The Closing Cash Consideration shall also be reduced by the following amounts, if any, as set forth on the Estimated Closing Statement: (i) the amount of any Indebtedness for Borrowed Money of the Company and its Subsidiaries and (ii) the amount of any Non-Ordinary Course Liabilities of the Company and its Subsidiaries, and shall be increased by the amount of Cash of the Company and its Subsidiaries, if any, as set forth on the Estimated Closing Statement. Such adjustments to the Cash Consideration shall be referred to herein collectively as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment shall be determined without regard to the limitations set forth in Sections 9.4 and 9.5 hereof.
Sample 1
Cash Consideration Adjustments. (1) At least three business days prior to the Closing Date, the Seller shall deliver to the Buyer (i) a balance sheet (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Seller as of such date and prepared in accordance with generally accepted accounting principles consistently applied in accordance with past practice ("GAAP") and reflecting the Seller's best estimate of each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a certificate of the Seller, duly executed by an executive officer of the Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP and reflects the Seller's best estimate of, and fairly presents, each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet.
Sample 1
Cash Consideration Adjustments. (1) At least three business days prior to the Closing Date, the Transferors shall deliver to the Transferee (i) a balance sheet (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Company and prepared in accordance with generally accepted accounting principles, consistently applied, as of the date of this Agreement ("GAAP") (except as to the operating lease treatment of the East Longmeadow real estate rental) and reflecting the Company's best estimate of each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a certificate of Xxxxxxxx X. Xxxxxx, duly executed by such Transferor, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP (except as to the operating lease treatment of the East Longmeadow real estate rental) and reflects the Transferors' best estimate of, and fairly presents, each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet. Notwithstanding anything to the contrary in the foregoing, accrued liabilities for vacation pay, Christmas bonuses and "shutdown expenses" shall be accounted for on a basis consistent with the accounting for such items on the September 30 Balance Sheet.
Sample 1
Cash Consideration Adjustments. (a) Subject to the provisions of Section 3.4, the amount of Cash Consideration comprising the Merger Consideration shall be equal to the sum of (i) either (A) $38,708,341, plus the amount of any positive Cash Adjustment Amount determined pursuant to this Section 2.7, or (B) $38,708,341, minus the amount of any negative Cash Adjustment Amount determined pursuant to this Section 2.7, and (ii) if the Closing Date is not the last day of a calendar month, either (A) increased, dollar for dollar, by the amount of the Company’s Partial-Month Net Income, if any or (B) decreased, dollar for dollar by the amount of the Company’s Partial-Month Net Loss, if any. For purposes of this Section 2.7, the “Cash Adjustment Amount” (and whether it is positive or negative) shall be determined as follows:
Sample 1
AutoNDA by SimpleDocs
Cash Consideration Adjustments 
Sample 1Sample 2Sample 3See All (10)

Related to Cash Consideration Adjustments

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided that no such adjustment shall result in any increase or decrease of the Aggregate Merger Consideration.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Antidilution Adjustments The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Inflation Adjustment The dollar amounts indicated in Section 3.2(f) shall be adjusted for inflation during the term of this Agreement based on the Consumer Price Index published for [insert applicable index] commencing on the Acquisition Effective Date.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

Time is Money Join Law Insider Premium to draft better contracts faster.