Adjustments to the Consideration. All calculations and determinations made by West Fraser, Norbord or the Depositary, as applicable, for the purposes of this Plan of Arrangement and the Arrangement Agreement shall be conclusive, final, and binding.
Adjustments to the Consideration. The Consideration payable may also be subject to further adjustments, by mutual agreement between the Parties in consultation with the full sponsor to be appointed in respect of the RTO (the “Full Sponsor”), so as to allow a compliance placement to take place concurrently with or shortly after Completion at the same Issue Price per Consolidated Share.
Adjustments to the Consideration. 4.2 If any Leakage is notified under clause 8 or otherwise comes to the attention of the Purchaser at or prior to Completion and a Seller alleged to be in breach of clause 8.1 (each a Relevant Seller) agrees that such Leakage has occurred and the amount of such Leakage (a Leakage Amount), the Consideration shall be reduced by an amount equal to the aggregate Leakage Amounts, which shall discharge each Relevant Seller’s obligation to make payment of such Leakage Amount under clause 8.2. Each Seller agrees that any Leakage Amount shall be deducted from the Consideration that would otherwise be apportioned to the Relevant Seller.
Adjustments to the Consideration. 4.1 If the amount of the Cash is less than €553,000, the Consideration shall be reduced by the amount of the shortfall and if the amount of the Cash is more than that amount, the Consideration shall be increased by the excess.
Adjustments to the Consideration. The Consideration shall be subject to adjustment as follows:
Adjustments to the Consideration. Holdco shall, as soon as practicable following the Closing and in any event within thirty (30) days after the Closing Date, procure that a balance sheet for McApple as of the Closing Date is prepared and delivered to the Contributing Shareholders (the “Closing Balance Sheet”). If the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet exceeds the Cash Consideration, Holdco shall deliver to each Contributing Shareholder an amount in cash equal to such excess for each Share contributed to Holdco by such Contributing Shareholder pursuant to this Agreement by wire transfer of immediately available funds within five (5) days after the Closing Balance Sheet is delivered to the Contributing Shareholders. If the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet is less than the Cash Consideration, each Contributing Shareholder shall deliver to Holdco an amount equal to such shortfall for each Share contributed to Holdco by such Contributing Shareholders pursuant to this Agreement by wire transfer of immediately available funds within five (5) days after the Closing Balance Sheet is delivered to the Contributing Shareholders. If the Contributing Shareholders disagree with the Book Value per Share on the Closing Date as set forth on the Closing Balance Sheet, then no later than three
Adjustments to the Consideration. (a) The parties acknowledge that the Book Equity of the Company at the Closing Date is estimated and assumed by the Shareholders to be negative $231,904.00, as determined as set forth on Schedule B hereto and in accordance ---------- with GAAP.
Adjustments to the Consideration. Without limiting any other provision of this Agreement:
Adjustments to the Consideration. For the sixty (60) day period commencing on the Closing Date, THK shall pay to the Members (except for WIH) as additional Merger Consideration their portion (it being agreed that the Members other than WIH shall send a joint written notice to THK indicating their respective sharing percentages) of the following: the amount by which cash collections by Morex Surviving LLC of Morex’s accounts receivable balance on the Closing Date exceeds Morex’s accounts payable balance on the Closing Date by more than $100,000, such amounts to be paid only as collected by THK during such sixty (60) day period, and only after THK has collected the first $100,000 of accounts receivable after the Closing that is to remain as working capital for Morex Surviving LLC post-closing.
Adjustments to the Consideration. Without limiting any other provision of this Agreement, the Merger Consideration shall be reduced downward, on a dollar for dollar basis, if on the Closing Date the aggregate of PrimaryAds’ cash in its unrestricted accounts is less than $150,000.
