CONSIDERATION AND ADJUSTMENTS Sample Clauses

CONSIDERATION AND ADJUSTMENTS. The consideration for the Shareholders to enter into the Contemplated Transactions (collectively, the "Merger Consideration") shall be as follows: (a) Subsidiary shall deliver to the Shareholders the following sums (the "Cash Consideration") by cashier's check, attorneys' trust account check or bank wire transfer of immediately available funds to an account designated by the applicable Shareholder: (i) Subject to Section 7.1(f)(ii) and Section 11.5 below, promptly following delivery to the Shareholders of the EBITDA Calculation (as defined below) for the twelve (12) month period ended December 31, 1999, $500,000 for each $250,000 (but not a portion thereof), if any, that the EBITDA of the Surviving Corporation for the twelve (12) month period ended December 31, 1999 exceeds $2,000,000 but not to exceed a total of $2,500,000 (the A1999 Cash Payment@), 66b% of which will be delivered to ▇▇▇▇▇▇▇▇ and 33a% of which will be delivered to the Limited Partnership; provided, however, at the option of Parent -------- ------- and Subsidiary, in the event a Change in Control occurs on or before December 31, 1999, the obligations of Parent and Shareholder under this Section 3.1(a)(i) and Section 3.1(a)(ii) below shall be satisfied by delivery of $2,500,000 upon the occurrence of such Change in Control. (ii) Subject to Section 3.1(a)(i) above and Section 7.1(f)(ii) and Section 11.5 below, promptly following delivery to the Shareholders of the EBITDA Calculation for the twelve (12) month period ended December 31, 2000, $500,000 for each $250,000 (but not a portion thereof), if any, that the EBITDA of the Surviving Corporation for the twelve (12) month period ended December 31, 2000 exceeds $4,000,000 but not to exceed a total sum equal to the difference between $2,500,000 and the 1999 Cash Payment (the A2000 Cash Payment@), 66b% of which will be delivered to ▇▇▇▇▇▇▇▇ and 33a% of which will be delivered to the Limited Partnership; provided, however, (A) in the event a Change in Control -------- ------- occurs on or before December 31, 1999, at the option of Parent and Subsidiary, the obligations of Parent and Subsidiary under this Section 3.1(a)(ii) shall be satisfied as provided in Section 3.1(a)(i) above and (B) in the event a Change in Control occurs subsequent to December 31, 1999 but on or before December 31, 2000, at the option of Parent and Subsidiary, the obligations of Parent and Subsidiary under this Section 3.1(a)(ii) shall be satisfied by delivery of a sum equ...

CONSIDERATION AND ADJUSTMENTS. 3.1 Subject to the adjustments set out in clauses 3.10 to 3.14, the total consideration for the sale of the Shares shall be the sum of $39,065,000 (the "Consideration") payable in accordance with clause 4.7. 3.2 As soon as practicable after Completion, and in any event within 100 days of Completion, the Purchaser shall prepare and deliver to the Sellers the draft Completion Accounts stating the Net Asset Value, the German Net Asset Value, the Cash and Indebtedness. The Completion Accounts shall be prepared in accordance with the provisions of Schedule 9 and otherwise upon the same accounting principles and bases as were applied in the preparation of the Accounts, and such principles and bases shall be altered in the Completion Accounts only to the extent they are not in accordance with UK GAAP. 3.3 The Sellers shall review the Completion Accounts and, within 30 days of receipt, confirm to the Purchaser whether or not they agree with the draft Completion Accounts, giving written details of any matters in dispute. 3.4 If the Sellers confirm their agreement with the draft Completion Accounts (either as presented to them or as modified in such manner as they and the Purchaser shall agree) the Sellers shall notify this to the Purchaser in writing and they shall constitute the Completion Accounts for the purposes of this agreement and be final and binding on the parties to this agreement. 3.5 If the Sellers are unable to agree with part or all of the draft Completion Accounts, within a further 10 days of the date the Sellers shall notify the Purchaser in accordance with clause 3.3 that the Sellers dispute the draft Completion Accounts then any matter in dispute shall be referred to Independent Accountants (acting as experts and not as arbitrators). "

CONSIDERATION AND ADJUSTMENTS. In consideration for the transfer by the Shareholders of the Stock to the Acquiror, the Acquiror shall deliver to each Shareholder on the respective Closing Dates such Shareholder's Pro Rata Interest of the following (collectively, the "CONSIDERATION"):

CONSIDERATION AND ADJUSTMENTS. 2.1 The Purchaser shall pay to the Vendor the Consideration in accordance with the Tranches. 2.2 Any Consideration or Outperformance Consideration payable to the Vendors shall be paid to each Vendor pro rata to the number of Sale Shares sold by each of them. 2.3 In the event that the public listing of Listco occurs before the end of FY2023, the Consideration for Tranche 2, may, with the approval by the Purchaser, be allotted and issued pro rata based on the Gross Revenue and NPAT for previous month as set out in the Target’s Management Accounts subject to the adjustments in Clause 2.4. 2.4 In the event the Listing takes place before Target’s Financial Statements for FY2023 are available: (a) the Vendors will, upon listing, first be paid such part of the Cash Consideration allotted and issued such number the Consideration Shares for Tranche 2 (together “Preestimated Tranche 2 Consideration”) pro rata computed using the following formula based on the Gross Revenue and NPAT set out in the Target’s Management Accounts (and their respective targets as set out in Clause 5) made up to the last day of the month immediately preceding the Listing: (b) when the Target’s Financial Statements for FY2023 become available, if: (i) the Tranche 2 Consideration is more than the Preestimated Tranche 2 Consideration, the Purchaser shall cause to be paid and issued and allotted to the Vendors; or (ii) the Tranche 2 Consideration is less than the Preestimated Tranche 2 Consideration, the Vendors shall cause to be repaid and transferred to the Purchaser or its nominee; such amount the Cash Consideration and such number of Shares (pro rata to the number of Sale Shares sold by each of them) equal to the difference between the Tranche 2 Consideration and the Preestimated Tranche 2. 2.5 The number of Consideration Shares to be allotted and issued for Tranche 2, shall be fixed at the initial public offer issue price of Listco multiplied by the Listco’s market capitalisation upon Listing and divided by US$339,000,000. 2.6 The number of Consideration Shares to be allotted and issued for Tranche 3, shall: (a) if the Listing took place more than 10 Business Days before 30 April 2023, be fixed at the closing price per share of Listco traded on the Listing Exchange 10 Business Days prior to 30 April 2023; or (b) be otherwise fixed at the initial public offer issue price of Listco. 2.7 The number of Consideration Shares to be allotted and issued for Tranches 4 and 5 shall be fixed at the cl...

CONSIDERATION AND ADJUSTMENTS. The consideration for the Shares is the Estimated NAV, subject to the following adjustments (the “Consideration”):

CONSIDERATION AND ADJUSTMENTS. 3 3.2 Exchange of Com-Net Common Stock Certificates............... 7 3.3

CONSIDERATION AND ADJUSTMENTS. (a) The consideration for the Assets (the "Purchase Price") will be (a) Thirteen Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifteen dollars ($13,793,915.00) as adjusted pursuant to Sections 2.3(d) and Section 2.4 below; (b) the assumption of the Assumed Liabilities; and (c) the additional consideration under Section 2.3(c) below. The Buyer has paid to Seller the amount of $75,000.00 to cover Seller's time, expenses, professional fees and Section 5.9. This amount will be applied to the Purchase Price at Closing. In the event the Closing does not take place on July 30, 2004, Seller shall be entitled to retain said amount without further obligation to Buyer. (b) In accordance with Section 2.8(b), at the Closing, the Purchase Price, shall be delivered by Buyer to Seller as follows: (i) Twelve Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifteen dollars ($12,793,915.00) increased or decreased by any adjustments pursuant to Section 2.3(d) by wire transfer; and (ii) One Million dollars ($1,000,000.00) payable by Buyer's new subsidiary ("NEWCO") in the form of the Promissory Note in the form shown on Exhibit 2.3(b). The Promissory Note shall bear interest at the prime rate published in the Wall Street Journal on the Closing Date plus one percent and payable monthly over a period of four years. The Promissory Note shall, at all times, be secured by an irrevocable letter of credit issued by a bank approved by the Seller with language acceptable to Seller and Seller's counsel, which will be attached hereto and made a part this Agreement. Buyer may prepay the Promissory Note without penalty.

CONSIDERATION AND ADJUSTMENTS