Net Debt Adjustment Sample Clauses
A Net Debt Adjustment clause defines how a company's net debt is calculated and adjusted for the purposes of a transaction, such as a merger or acquisition. This clause typically outlines which financial items are included or excluded in the net debt calculation, such as cash, outstanding loans, or specific liabilities, and may specify adjustments for post-closing events or working capital changes. Its core practical function is to ensure both parties have a clear, agreed-upon method for determining the company's financial position, thereby preventing disputes and ensuring a fair purchase price.
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Net Debt Adjustment. (a) No later than 10 Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a calculation of the estimated Net Debt of the Company at and as of immediately prior to the Closing, which sets forth a good faith estimate of the Net Debt as of such time (the “Estimated Net Debt”).The Estimated Net Debt calculation shall be prepared by the Company in accordance with GAAP consistently applied. The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt. If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing. For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Consideration.
(b) As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Stockholders’ Representative a calculation of the Net Debt of the Company at and as of immediately prior to the Closing, which shall set forth the Purchaser’s good faith calculation of the Net Debt as of such time (the “Final Net Debt”). The Final Net Debt calculation shall be prepared by the Purchaser or its Representatives in accordance with GAAP consistently applied.
(c) If the Stockholders’ Representative disagrees with the Purchaser’s calculation of the Final Net Debt delivered pursuant to Section 1.3(b), then the Stockholders’ Representative may, within 45 days after delivery of the Final Net Debt calculation, deliver a written statement (the “Statement of Objection”) to the Purchaser disagreeing with such calculation that: (i) specifies the Stockholders’ Representative’s calculation of the Final Net Debt, (ii) indicates each item or amount in the calculation of the Net Debt disputed by the Stockholders’ Representative, and (iii) sets forth in detail the Stockholders’ Representative’s grounds for disputing each individual item or amount in the Final Net Debt calculation. The Stockholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the Stockholders’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagre...
Net Debt Adjustment. Two Business Days prior to the anticipated Closing Date (the date of such calculation, the “Net Debt Calculation Date”), the Company shall deliver to Parent the calculation of Net Debt (by 8:00 PM Eastern Time). The Merger Consideration shall be adjusted as follows to account for the Net Debt: (a) if Net Debt is greater than $0.00 (the “Net Debt Target”), then the Merger Consideration shall be reduced at a rate of one share of Parent Common Stock for each $10.00 increment that the Net Debt is greater than the Net Debt Target; (b) if Net Debt is less than the Net Debt Target, then the Merger Consideration shall be increased at a rate of one share of Parent Common Stock for each $10.00 increment that the Net Debt is less than the Net Debt Target; or (c) if Net Debt equals the Net Debt Target, then no adjustment will be made to the Merger Consideration. Any adjustment to the Merger Consideration pursuant to this Section 2.2 shall be in whole shares of Parent Common Stock and no adjustment shall be made for any divergence that is in an increment of $10.00 or less.
Net Debt Adjustment. (a) Within 10 Business Days after Completion, the Vendors will cause the Vendors’ Representative by written notice (Confirmation Statement) to the Purchaser to either:
(i) confirm that the Net Debt Statement delivered by the Vendors’ Representative in accordance with clause 7.1(a) was correct;
(ii) advise that the Net Debt Statement delivered by the Vendors’ Representative in accordance with clause 7.1(a) was an understatement of the Net Debt as at the Purchase Price Calculation Date and the amount by which the Net Debt was understated; or
(iii) advise that the Net Debt Statement delivered by the Vendors’ Representative in accordance with clause 7.1(a) was an overstatement of the Net Debt as at the Purchase Price Calculation Date and the amount by which the Net Debt was overstated.
(b) If the Purchaser disagrees with the Confirmation Statement and/or the Net Debt Statement, the Purchaser must within 10 Business Days after Purchaser’s receipt of the Confirmation Statement advise the Vendors’ Representative, by written notice, that the Purchaser does not agree with the Confirmation Statement and/or the Net Debt Statement and the following:
(i) the matters in respect of which the Purchaser disagrees; and
(ii) the grounds on which the Purchaser disagrees, with the Confirmation Statement and/or the Net Debt Statement.
(c) If the Vendors’ Representative does not receive a notice from the Purchaser in accordance with, and in the time specified in, clause 9.9(b), then:
(i) each of the Vendors jointly and severally agree to pay, and will pay, any understatement of the Net Debt set out in the Confirmation Statement to the Purchaser; or
(ii) the Purchaser must pay any overstatement of the Net Debt set out in the Confirmation Statement to the Vendors’ Representative, to be paid and allocated by Vendors’ Representative among the Vendors; within 15 Business Days after delivery of the Confirmation Statement.
(d) If a matter of disagreement is referred to an Expert in accordance with clause 9.10, then, after the Expert makes a final decision with respect to all matters in dispute:
(i) each of the Vendors jointly and severally agree to pay, and will pay, any understatement of the Net Debt as determined by the Expert; or
(ii) the Purchaser must pay any overstatement of the Net Debt as determined by the Expert to the Vendors’ Representative, to be paid and allocated by Vendors’ Representative among the Vendors, within 15 Business Days after the Expert issues a final written ...
Net Debt Adjustment. (i) If the Closing Net Debt Adjustment as finally determined in accordance with Section 2.2.3.1 is higher than the Estimated Closing Net Debt Adjustment, the Main Sellers, acting on their own behalf and as agent of the Other Sellers and the EMEA Sellers, shall pay or cause to be paid to the Purchaser, acting on its own behalf and as agent of the Designated Purchasers (if applicable), an amount equal to the positive difference between the Closing Net Debt Adjustment and the Estimated Closing Net Debt Adjustment.
(ii) If, instead, the Closing Net Debt Adjustment as finally determined in accordance with Section 2.2.3.1 is lower than the Estimated Closing Net Debt Adjustment, the Purchaser, acting on its own behalf and as agent of the Designated Purchasers (if applicable), shall pay to the Distribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to the positive difference between the Estimated Closing Net Debt Adjustment and the Closing Net Debt Adjustment.
Net Debt Adjustment. If 80% of the Actual Net Debt Amount (as finally determined pursuant to Section 2.5(c) or Section 2.6(e), as applicable) is:
(i) less than 80% of the Estimated Net Debt Amount then, Purchaser shall promptly, but in no event later than the date of the Second Installment Payment, pay an amount equal to such difference to Seller and the Purchase Price shall be deemed increased accordingly; or
(ii) greater than 80% of the Estimated Net Debt Amount then, Seller shall promptly, but in no event later than the date of the Second Installment Payment pay an amount equal to such difference to Purchaser and the Purchase Price shall be deemed reduced accordingly.
Net Debt Adjustment. (a) Promptly following the Distribution Date, but in no event later than ninety (90) days thereafter, Newco shall, at its expense, prepare and submit to Everest a proposed statement (the “Proposed Statement”) setting forth Newco’s calculation of (i) the Cash Equivalents of the Newco Group and (ii) the Newco Debt, in each case, as of 11:59 p.m. on the day prior to the Distribution Date (but giving effect (regardless of whether occurring prior to the Cut-Off Time) to the receipt of the Newco Financing and the payment of the Cash Payment) (the “Cut-Off Time,” and such calculation of the Cash Equivalents of the Newco Group and the Newco Debt, the “Proposed Closing Cash” and the “Proposed Closing Indebtedness”, respectively) and (iii) the Tax Amount as of immediately prior to the Separation Effective Time (the “Proposed Tax Amount”). In the event Everest disputes any matter set forth in the Proposed Statement, Everest shall notify Newco in writing of its objections within forty-five (45) days after receipt of the Proposed Statement, and shall set forth, in writing and in reasonable detail, the reasons for Everest’s objections (the “Notice of Objections”); provided, however, that such forty-five (45) day period shall be tolled for any period during which Newco shall fail to make available to Everest all books, records, documents and work papers required to be made available to Everest under Section 3.3(g). If Everest fails to deliver such Notice of Objections within such time, Everest shall be deemed to have accepted the Proposed Statement and the matters set forth therein. To the extent Everest does not object within the time period contemplated by this Section 3.3 to a matter set forth in the Proposed Statement, Everest shall be deemed to have accepted Newco’s calculation in respect of the matter and the matter shall not be considered to be in dispute. Everest and Newco shall endeavor to resolve any disputed matters within thirty (30) days after Newco’s receipt of any Notice of Objections. If Everest and Newco are unable to resolve the disputed matters for any reason, Everest and Newco jointly shall, as soon as practicable and in any event within fifteen (15) days after the expiration of such thirty (30) day period, engage the Independent Accounting Firm to resolve the matters in dispute in a manner consistent with this Section 3.3(a). Any dispute with respect to the scope of the matters to be resolved by the Independent Accounting Firm pursuant to this Sectio...
Net Debt Adjustment. (a) The Merger Consideration shall be adjusted as follows to account for the Net Debt: (i) if the Net Debt is greater than the Net Debt Target, then the Merger Consideration shall be reduced at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is greater than the Net Debt Target; (ii) if the Net Debt is less than the Net Debt Target, then the Merger Consideration shall be increased at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is less than the Net Debt Target; provided that if in clauses (i) and (ii) above the absolute value of the adjustment to the Merger Consideration is less than $500,000 then no adjustment will be made to either increase or decrease the Merger Consideration. Any adjustment to the Merger Consideration pursuant to this Section 1.14 shall be in whole shares of Purchaser Common Stock and no adjustment shall be made for any divergence that is in an increment less than $10.00. Until the Adjustment Amount is finally determined under Section 1.14 (the “Adjustment Amount Determination Date”), the Holdback Escrow Agent shall withhold five percent (5%) of the shares of Purchaser Common Stock included in the Merger Consideration (the “Adjustment Amount Holdback”).
(b) At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Holdback Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company.
Net Debt Adjustment. If eighty five percent (85%) of the Actual Net Debt Amount (as finally determined pursuant to Section 2.08(c) or 2.09(e), as applicable) is:
(a) less than eighty five percent (85%) of the Estimated Net Debt Amount then, on the Determination Date, Buyer shall pay an amount equal to such difference to Seller and the Purchase Price shall be increased accordingly; or
(b) greater than eighty five percent (85%) of the Estimated Net Debt Amount then, on the Determination Date, Seller shall pay an amount equal to such difference to Buyer and the Purchase Price shall be reduced accordingly.
Net Debt Adjustment. (a) if the Net Debt exceeds the Estimated Net Debt, the Seller shall pay in cash on a dollar-for-dollar basis to the Purchasers an amount equal to such excess;
(b) if the Net Debt is less than the Estimated Net Debt, the Purchasers shall pay in cash on a dollar-for-dollar basis to the Seller an amount equal to such deficit.
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