Closing Payment Adjustment. 9 ARTICLE III
Closing Payment Adjustment. Subject to the provisions of Section 7.5(a) hereof, within five (5) Business Days after the final determination of the Final Balance Sheet pursuant to Section 1.6(b) of this Agreement, the Closing Payment will be adjusted (the amount of any such adjustment, the “Closing Payment Adjustment”) and the Parent, the Company Stockholders or the Escrow Agent, as the case may be, will make whatever payments to each other as are necessary, if any, such that the Closing Payment is what it would have been had (i) the Estimated Debt equaled the Debt reflected on such Final Balance Sheet; and (ii) the Estimated Working Capital equaled the Closing Date Working Capital reflected on such Final Balance Sheet. In the event a Closing Payment Adjustment becomes payable to the Parent hereunder, the Parent shall seek such payment (i) first out of the Escrow Shares (using the Parent Share Price calculated as of the Closing Date), (ii) to the extent the Escrow Shares is insufficient to pay in full such Closing Payment Adjustment, out of any other amounts of the Aggregate Merger Consideration payable to the Company Stockholders hereunder, whether by right of setoff (as contemplated under Section 7.5(a) and Section 8.8) or otherwise or (iii) only if (i) and (ii) are insufficient, from the Company Stockholders. Notwithstanding the foregoing sentence, if legal counsel for the Stockholder Representative determines that an adjustment to the method of payment of the Closing Payment Adjustment is necessary in order to preserve the treatment of the Merger as a “reorganization” under Section 368 of the Code, the Stockholder Representative shall have the option (to be exercised in writing delivered to Parent) of tendering Cash in payment of a Closing Payment Adjustment to be paid to Parent by wire transfer within thirty (30) days after the Final Balance Sheet has become final and binding on all Parties. AGREEMENT AND PLAN OF MERGER
Closing Payment Adjustment. The payment described in Section 1.3(b)(ii) shall be subject to adjustment as follows:
Closing Payment Adjustment. (i) As promptly as practicable, but in any event within forty-five (45) Business Days following the last day of the month in which the Merger occurs, Purchaser and National City shall agree upon the balance sheet of Madison as of the Effective Time (the "Closing Balance Sheet")
Closing Payment Adjustment. (a) Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a written statement, setting forth a good-faith estimate in reasonable detail of each of the following: (i) the Estimated Closing Cash, (ii) the Estimated Net Working Capital, (iii) the Estimated Closing Indebtedness, (iv) the Estimated Capital Expenditures Amount and (v) the Estimated Transaction Expenses (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Sellers’ determination of each of the Closing Payment Adjustment and the Closing Payment Amount and (B) the account or accounts to which Purchaser shall transfer the Closing Payment Amount, the payments in respect of the Utility Money Pool Agreement and the TransCo Intercompany Notes (if any), and the Estimated Transaction Expenses designated to be paid directly at Closing (if any), in each case pursuant to Section 1.3.
Closing Payment Adjustment. If the Company Adjustable Financial Amounts, as finally determined pursuant to the procedures set forth in Section 2.5(e) of the Company Purchase Agreement, differ from the estimated Company Adjustable Financial Amounts determined in accordance with Section 2.5(a) of the Company Purchase Agreement, then the Initial Merger Consideration shall be recalculated using such final figures in lieu of such estimated figures at Closing and the resulting amount calculated after such adjustments is referred to herein as the “Adjusted Initial Merger Consideration”. (i)
Closing Payment Adjustment. If any of the Closing Liability Amount, the Closing Cash Amount or the Seller Transaction Expenses (as finally determined pursuant to this Section 2.17 and as set forth in the Final Closing Statement) differs from the Estimated Closing Liability Amount, the Estimated Closing Cash Amount or the Estimated Seller Transaction Expenses, respectively, set forth in the Estimated Closing Statement, the following shall occur:
Closing Payment Adjustment. (a) Schedule 1.3 attached hereto is Seller’s good faith estimate and calculation of the Roll-Forward Amount (such estimate, the “Estimated Roll-Forward Amount” and such statement, the “Estimated Roll-Forward Amount Statement”).
Closing Payment Adjustment. Any amount paid by Seller or Buyer under Article 8 or Article 11 will be treated as an adjustment to the Closing Payment.
Closing Payment Adjustment. The Closing Payment shall be increased by any amount by which the Estimated Working Capital (as defined below) exceeds the Average Working Capital (as defined below), or reduced by any amount by which Average Working Capital exceeds the Estimated Working Capital.
