Upward Adjustment. If Final Working Capital (as finally determined pursuant to this Section 1.6) is greater than the Working Capital Estimate, then the Purchase Price will be adjusted upward by the amount of such excess (the “Upward Adjustment Amount”), and Purchaser shall pay to the Seller Representative, on behalf of the Sellers, an amount equal to the Upward Adjustment Amount within five (5) Business Days from the date on which the Final Working Capital is finally determined pursuant to this Section 1.6.
Upward Adjustment. No adjustment involving an increase in the Conversion Share Price will be made, except in the case of a consolidation, subdivision or reclassification of the Shares as referred to in Section 4.1.1, or to correct an error.
Upward Adjustment. In the event that the pay range for a classification is adjusted upward pursuant to this Section 8.4, any pay adjustment for employees in that classification will be recommended by the Market-Based Wage Committee. Employees who receive no pay increase shall retain their original anniversary increase date. The new anniversary increase date of employees who receive a pay increase will be the first day of the pay period after twelve (12) months have passed.
Upward Adjustment. If the Final Purchase Price (as finally determined pursuant to Section 2.2(b)) is greater than the Estimated Purchase Price, then Purchaser shall, within ten (10) days from the date on which the Final Purchase Price is finally determined, pay to Seller an amount in cash equal to such excess.
Upward Adjustment. If the Final Purchase Price (as finally determined pursuant to Section 2.3(a)(ii)) is greater than the Initial Purchase Price paid on the Closing Date, then the Buyer shall, within five Business Days from the date on which the Final Purchase Price is finally determined pursuant to Section 2.3(a)(ii), pay or cause to be paid to each applicable Seller its Allocable Share of such excess. With respect to the amounts due to the Sellers, such amounts shall be paid or caused to be paid by the Buyer within five Business Days from the date on which the Final Purchase Price is finally determined pursuant to Section 2.3(a)(ii) by bank wire transfer of immediately available funds to the accounts designated in writing by the Representative to the Buyer prior to the date such payment is due hereunder.
Upward Adjustment. If (a) Xxxxx-Xxxx FB/M Successor and Pillar FB/M Successor own more than the net mineral acres set forth on Exhibit “A”, Part I allocable to the Undeveloped Leases (and excluding, for purposes hereof, net mineral acres allocable to the Allocated Unit for a Well) or (b) Xxxxx-Xxxx FB/M Successor and Pillar FB/M Successor own a Net Revenue Interest in either the Xxxxx (and the associated Allocated Unit) or the Undeveloped Leases that exceeds the amounts set forth on Exhibit “A”, Part I and Exhibit “C”, respectively for such ell or Undeveloped Lease, then there may be set-off against the Title Defect Value of the Defective Interests, in accordance with the terms hereof (the “Upward Adjustment”), provided, however, that this ability to offset are subject to and limited by the following:
Upward Adjustment. If the Requisite Investors determine that the Required Investment is greater than the aggregate Equity Commitments of the Investors, then (x) the amount of such excess shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of such excess after the offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such excess to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such excess, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion of such excess after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors selected by the Requisite Investors in such amounts as may be determined by the Requisite Investors. Any additional commitment accepted by an Investor pursuant to this Section 2.3.2(iii) shall be made on the same terms and conditions as such Investor’s existing commitment (provided, that to the extent an Investor is satisfying its commitment by the contribution of Rollover Shares, and such Investor does not have sufficient Shares available to satisfy such additional commitment, such Investor shall satisfy such additional commitment with a cash contribution on the same terms and conditions as the Equity Commitments).
Upward Adjustment. If an Upward Adjustment Amount exists, then in the current year Exchange, (i) for any Person who is a Participating Seller in the current year Exchange, the Individual Exchange Value to be delivered to such Person shall equal (x) the Reduced Baseline Value to be delivered to such Person in such Exchange plus (y) the product of (A) the Upward Adjustment Amount multiplied by (B) such Person’s Participation Percentage in the Exchange for which the Adjustment Statement is provided (the “Original Exchange”), and (ii) for any Person who was a Participating Seller in the Original Exchange but is not a Participating Seller in the current year Exchange, then at the Closing of the current year Exchange (or if the Original Exchange is the final Exchange for such Person, then as soon as practicable following the date on which STEP issues the STEP Audited Financials for the current year Exchange), SSG shall (x) issue such Person an additional amount of Consideration Units (rounded down to the nearest whole Consideration Unit) equal to (A) the Upward Adjustment Amount multiplied by (B) such Person’s Participation Percentage in the Original Exchange, divided by (C) the STEP 30-Day VWAP, and (y) pay such Person an amount of cash equal to the Fractional Unit Payment. For the avoidance of doubt, any reference to Upward Adjustment Amount in this paragraph shall be a reference to the Upward Adjustment Amount with respect to the Original Exchange.
Upward Adjustment. If the Final Net Working Capital exceeds the high end of the Target Net Working Capital Range, then the Purchase Price will be adjusted upward by the amount by which the Final Net Working Capital exceeds the high end of the Target Net Working Capital Range (the “Upward Adjustment Amount”), and Buyer shall issue to Sellers (pro rata as between Sellers based on their relative number of Buyer Shares) an amount of Buyer Shares equal to the quotient of (i) the Upward Adjustment Amount and (ii) the Buyer Shares Issuance Price. Buyer shall cause such issuance to occur within five Business Days from the date on which the Upward Adjustment Amount is finally determined pursuant to this Section.
Upward Adjustment. If the Closing Working Capital (as finally determined pursuant to Section 2.3(b)) is greater than the Estimated Working Capital, then the Purchase Price shall be adjusted upward by the amount of such excess and Buyer shall pay or cause to be paid an amount in cash equal to such excess to the Seller Representative, on behalf of the Company. Such amount shall be paid by Buyer within five (5) Business Days from the date on which the Closing Working Capital is finally determined pursuant to Section 2.3(b), by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller Representative to Buyer.
