Adjustment Consideration definition
Examples of Adjustment Consideration in a sentence
The Company shall promptly pay the principal of, premium, if any, and Cash Interest, if any, on the Notes, in immediately available funds, on the dates and in the manner provided in the Notes and in this Indenture and shall pay or deliver (or cause to be paid or delivered), as applicable, the Exchange Consideration and Exchange Adjustment Consideration, if any, in each case on the dates and in the manner provided in the Notes and in this Indenture.
If, during the Financing Period, a Dilutive Financing occurs or, in accordance with Section 2.06(3) is deemed to occur, and results, or is deemed to result, in the Current Shareholding falling below the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ shall, within five Business Days of Financial Close in respect of such Dilutive Financing, issue that number of Adjustment Consideration Shares to the Vendor as may be required to make the Current Shareholding equal to the Statutory Shareholding.
If an Event of Default specified in Section 6.01(e) or (f) occurs and is continuing, then the principal of, premium, if any (including Exchange Adjustment Consideration as set forth in this Section 6.02), and accrued and unpaid interest, if any, on, all the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
If the Exchange Adjustment Consideration becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Exchange Adjustment Consideration) from and after the applicable triggering event, including in connection with certain events of bankruptcy, insolvency or reorganization of the Company.
If the Company so elects, accrued and unpaid interest, if any, on the Notes subject to this Notice of Exchange and all or a portion of the Exchange Adjustment Consideration, if any, may be delivered in cash.
The shares of Acquiror Common Stock issuable as Base Merger Consideration or Adjustment Consideration or issuable as provided in the Earnout Agreement all have been duly authorized and, when issued in accordance with the terms of this Agreement or the Earnout Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Encumbrances, other than those set forth in Section 5.10.
All Class B Units shall be cancelled automatically and shall cease to exist, and the holders of Class B Units shall cease to have any rights with respect thereto, other than the right to receive the Per Unit Cash Merger Consideration plus each Seller’s applicable portion of the Aggregate Cash Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), without interest.
Any Adjustment Consideration or Deficiency Amount shall be treated as an adjustment to Merger Consideration for U.S. federal income tax purposes unless otherwise required by a determination within the meaning of Code Section 1313(a)(1) and except to the extent any Adjustment Consideration is required to be treated as interest pursuant to the Code or the Treasury Regulations.
Parent agrees, promptly following payment in full of the Parent Closing Adjustment, to return any remaining Deferred Closing Adjustment Consideration not used to satisfy the Parent Closing Adjustment to each of the Company Members in proportion to each Member's Pro Rata Ownership Percentage.
Purchaser may elect that Seller satisfy its obligation to provide the Purchaser Adjustment Consideration, if any, by (x) paying such amount in cash, (y) reducing each remaining Payment Amount (as defined in the Undertaking) pro rata based on the amount of the aggregate Payment Amounts remaining in the Payment Stream (as defined in the Undertaking), or (z) any combination of the foregoing, as determined by Purchaser in its sole discretion.