Share Sale Adjustment Sample Clauses

Share Sale Adjustment. On half of the Continuing Shares (the --------------------- "ESCROWED CONTINUING SHARES"), together with stock assignments separate from certificate with respect thereto duly executed by the respective Shareholders in blank (the "ESCROWED STOCK POWERS") shall be placed in escrow with Xxxxx, Xxxxx & Xxxxxxxxx (the "SHARE ESCROW HOLDER") to be held subject to the following. If no SALE, IPO (each as defined below) or conversion pursuant to Subsection 1.7.5.2 (any of such events, a "LIQUIDITY EVENT") occurs prior to January 1, 1998 and CUMULATIVE 1997 EBITDA (as defined below) is not equal to or greater than $6,342,700 (the "EBITDA TARGET"), the Purchase Consideration shall be deemed to have been paid with respect to both the Escrowed Continuing Shares and the Sale Shares, and Escrow Holder shall release the Escrowed Continuing Shares, together with the Escrowed Stock Powers, to Buyer on account of the payment on the Closing Date of the Purchase Consideration. If either (a) a Liquidity Event occurs prior to January 1, 1998, or (b) Cumulative 1997 EBITDA is equal to or exceeds the EBITDA Target, then there shall be no share adjustment and the Escrowed Continuing Shares, together with the Escrowed Stock Powers, shall be released by Escrow Agent for the benefit of the Shareholders and delivered by Escrow Holder to the Paying Agent.
Sample 1
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Share Sale Adjustment. If the Post-Closing First Share Sale Adjustment is a negative amount, then Parent (or such Subsidiary of Parent designated by Parent to which such obligations were assigned) shall pay in cash to Purchaser (acting on behalf of the First Share Sale Purchasers) the absolute value of the amount of the Post-Closing First Share Sale Adjustment. The Closing First Share Sale Consideration, as adjusted by the Post-Closing First Share Sale Adjustment, shall be the “Final First Share Sale Consideration” Any such payment pursuant to this Section 2.6(a) shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final First Share Sale Closing Statement to an account or accounts designated in writing by the Party entitled to the payment within three (3) Business Days after the determination of the Final First Share Sale Closing Statement.
Sample 1
Share Sale Adjustment. If the Post-Closing Second Share Sale Adjustment is a negative amount, then Parent (or such Subsidiary of Parent designated by Parent to which such obligations were assigned) shall pay in cash to Purchaser (acting on behalf of the Second Share Sale Purchasers) the absolute value of the amount of the Post-Closing Second Share Sale Adjustment. The Closing Second Share Sale Cash Consideration, as adjusted by the Post-Closing Second Share Sale Adjustment, shall be the “Final Second Share Sale Cash Consideration”, and the “Final Second Share Sale Consideration” shall mean the Final Second Share Sale Cash Consideration plus the Second Share Sale Stock Consideration. Any such payment pursuant to this Section 2.6(b) shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Second Share Sale Closing Statement to an account or accounts designated in writing by the Party entitled to the payment within three (3) Business Days after the determination of the Final Second Share Sale Closing Statement.
Sample 1
Share Sale Adjustment. [Intentionally Deleted] ---------------------
Sample 1
Share Sale Adjustment. The provisions of Section 1.7.2 of the --------------------- Agreement providing for the possible forfeiture of one-half of the Continuing Shares (referred to in the Agreement as the Escrowed Continuing Shares) are, by the foregoing restatement of Section 1.7, modified and restated to eliminate such possible forfeiture. The Escrowed Continuing Shares, are therefore released from the escrow for the Share Sale Adjustment provided for in Section 1.7.2 of the 1995 Agreement and the Share Escrow Holder is authorized and directed in accordance with Section 7.1 of the Paying Agent Agreement to release and deliver such Escrowed continuing Shares and the Escrowed Stock Powers to the Shareholder Representative to hold such Continuing Shares and Escrowed Stock Powers as provided in the Paying Agent Agreement. The instruction to the Share Escrow Holder herein shall for all purposes be a joint Certification of Buyer and Shareholder Representative to Share Escrow Holder, as contemplated under Section 1.7.2.1 of the 1995 Agreement, and the Share Escrow Holder is, on release and delivery of the Escrowed Continuing Shares as provided above, released and discharged of any claim or liability relating to or arising cut of Share Escrow Holder's acting as such under the Agreement.
Sample 1

Related to Share Sale Adjustment

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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