Debt Shortfall definition
Examples of Debt Shortfall in a sentence
Notwithstanding the foregoing, no adjustment shall be made to the Share Number pursuant to this Section 1.5(b)(i)(B) unless the Net Debt Excess Amount or Net Debt Shortfall Amount is greater than $1,000,000.
Provided, however, that in either event, such adjustment shall only be made to the extent such Net Debt Excess Amount or Net Debt Shortfall Amount is greater than or less than $1,000,000, as applicable.
Assuming each Stockholder is an accredited investor, Exhibit 2.2(b) attached hereto accurately sets forth the Cash Consideration, Stock Consideration and Warrant Consideration to be received by each holder of Trellix Preferred Stock in accordance with the foregoing sentence at Closing and upon disbursement of the Net Debt Shortfall Escrow and Indemnity Escrow, assuming no claims are made thereunder.
In the event Estimated Bendon Closing Net Debt as reflected in the Estimated Bendon Net Debt Statement is a lesser value than the Net Debt Amount (such difference, the “Net Debt Shortfall Amount”), then the Bendon Target Share Number shall be increased by a number equal to the product obtained by multiplying (i) the Net Debt Shortfall Amount and (ii) 0.167.
In the event Bendon’s Net Debt is less than the Net Debt Amount (the “Net Debt Shortfall Amount”), then Naked shall issue additional Naked Shares to the holders of Bendon Shares in an amount equal to the product obtained by multiplying (i) the difference between the Net Debt Shortfall Amount and the Net Debt Amount and (ii) 0.833.
The approval of this Agreement by the Stockholders will also constitute their approval of the terms and provisions of the Net Debt Shortfall Escrow Agreement and the Indemnity Escrow Agreement, which are integral terms of the Merger.
The portion of the fees payable by the Stockholders shall be deducted from the Net Debt Shortfall Escrow, if sufficient funds are available, or if not, from the Indemnity Escrow.
The delivery by Parent of Parent Shares and Cash pursuant to the immediately preceding sentence shall be effected such that the Parent Shares (with each such Parent Share valued at $8.00 for purposes of such calculation) shall comprise seventy-five percent (75%) of the amount of such Company Debt Shortfall, and Cash shall comprise twenty-five percent (25%) of the amount of such Company Debt Shortfall.
In addition, Interland shall issue and hold the Stock Consideration and Warrant Consideration, as reduced by the Indemnity Escrow and Net Debt Shortfall Escrow pursuant to Section 2.3 below (such net amount being the "Closing Stock Consideration" and "Closing Warrant Consideration", respectively), in the names of the stockholders entitled to receive such Stock and Warrant Consideration as specified in Section 2.2 below (the "Exchange Securities").