Adjustment to Consideration Sample Clauses
The Adjustment to Consideration clause defines how the agreed purchase price or payment amount may be modified after the initial agreement. This clause typically outlines specific circumstances—such as changes in inventory, working capital, or the discovery of undisclosed liabilities—that can trigger an increase or decrease in the consideration paid. By establishing clear mechanisms for recalculating the final amount owed, the clause ensures fairness and accuracy in the transaction, protecting both parties from unforeseen changes that could affect the value of the deal.
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Adjustment to Consideration. (a) Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative an unaudited balance sheet of the Surviving Corporation as of the Closing Date (the "Adjusted Balance Sheet"). The ---------------------- Adjusted Balance Sheet will be prepared in accordance with GAAP (except that such balance sheet will not contain footnotes or year-end adjustments that may be required by GAAP). Based upon the Adjusted Balance Sheet, the Company's "Net --- Liabilities at Closing" shall be calculated in accordance with the following: ---------------------- (A) the Company's total liabilities at the Closing Date as set forth on the Adjusted Balance Sheet minus (B) the Company's total assets at the Closing Date as set forth on the Adjusted Balance Sheet minus (C) the amount of the Company's payments for Severance (or accruals therefore) minus (D) the Additional Liabilities (whether such amount has been paid by the Company prior to the Closing Date or otherwise reserved for by the Company) minus (E) the total amount of normal per diem operating expenses for the period between November 30, 2001 and Closing at a rate of $9,150 per calendar day minus (F) the Third Party Expense Adjustment Amount minus (G) up to $50,000 pursuant to Section 5.5. In ----------- the event that, pursuant to the terms of this Section 7.6, it is determined that ----------- (X) the Company's Net Liabilities at Closing exceeds (Y) the Current Balance Sheet Net Liabilities, then an amount equal to such difference ("Excess ------ Liabilities") shall be paid to Parent out of the Escrow Fund upon the delivery ----------- to the Escrow Agent of an Officer's Certificate in accordance with the terms of Section 7.3(f) hereof. If the Excess Liabilities exceed the amount in the Escrow -------------- Fund, Parent shall be entitled to recover directly from the Principal Stockholders any amount of Excess Liabilities not covered by the Escrow Fund, subject to the limitations set forth in Section 7.5. Following delivery by ----------- Parent to the Stockholder Representative of the Adjusted Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent's business hours to those books and records of the Surviving Corporation in the possession of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheet for purposes of resolving any disputes concerning the Adjusted Balan...
Adjustment to Consideration. (a) Within 45 days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Shareholder Representative an unaudited balance sheet of the Company as of the Closing Date (the “Adjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials. In the event that, pursuant to the terms of this Section 8.8(a), it is determined that the amount equal to (i) the absolute value of the Company’s total current assets (as defined by and as determined in accordance with GAAP but excluding unrestricted cash and cash equivalents) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the absolute value of the Company’s total current liabilities (as defined by and as determined in accordance with GAAP but excluding deferred revenue) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Net Assets at Closing”) plus (iii) the Balance Sheet Adjustment Amount is a number less than the Balance Sheet Target, then an amount equal to such difference (“Excess Liabilities”) shall be paid to Parent and shall not be limited by the Threshold Amount or the Deductible Amount. Parent shall have the right to require that the Excess Liabilities be paid to it from (x) the Escrow Fund or (y) the Shareholders and Participating Optionholders based on their respective Pro Rata Portion. For purposes of this calculation, Third Party Expenses shall not be considered as part of total current liabilities. Following delivery by Parent to the Shareholder Representative of the Adjusted Balance Sheet, Parent shall give the Shareholder Representative reasonable access during Parent’s regular California business hours to those books and records of the Company in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheet for purposes of resolving any disputes concerning the Adjusted Balance Sheet and the calculation of Net Assets at Closing.
(b) The Shareholder Representative shall have 15 days following delivery of the Adjusted Balance Sheet during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Net Assets at Closing or the Adjusted Balance Sheet, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Share...
Adjustment to Consideration. If, on or after the date of the Agreement, the Corporation sets a record date for any dividend or other distribution on the Corporation Shares that is prior to the Effective Time or the Corporation pays any dividend or other distribution on the Corporation Shares prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Corporation Share does not exceed the Consideration or Holdco Share Consideration, as applicable, the Consideration or Holdco Share Consideration, as applicable, shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Corporation Share exceeds the Consideration or Holdco Share Consideration, as applicable, such excess amount shall be placed in escrow for the account of the Purchaser or another person designated by the Purchaser.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company declares, sets aside or pays any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Common Shares, or sets a record date therefor that is prior to the Effective Date, then the Consideration shall be adjusted to reflect each such dividend or other distribution by way of a reduction in the Consideration by an amount equal to the amount of such dividend or distribution per Common Share.
Adjustment to Consideration. Any payments made pursuant to this Article VIII shall be treated as an adjustment to the consideration payable under this Agreement for all Tax purposes.
Adjustment to Consideration. If, on or after the date of this Agreement, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Date, then: (i) to the extent that the amount of such dividends or distributions per Common Share does not exceed the Consideration, the Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Common Share exceeds the Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.
Adjustment to Consideration. If any payment is made by the Seller to the Purchaser (or vice versa) in respect of any claim for any breach of this Agreement or pursuant to an indemnity, warranty or covenant to pay under this Agreement (or any agreement entered into under this Agreement), the payment shall, if and to the extent permitted by law, be treated as an adjustment of the consideration paid by the Purchaser for the Shares under this Agreement and the consideration shall be deemed to have been reduced (or increased, as the case may be) by the amount of such payment.
Adjustment to Consideration. Any indemnification received under this Article 9 shall be treated by Purchaser and the Seller and their respective Affiliates, to the extent permitted by applicable Law, as an adjustment to the consideration received by the Seller.
Adjustment to Consideration. If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Company Shares (other than the Permitted Dividend) that is prior to the Effective Date, then the Consideration shall be reduced by the amount of such dividends or distributions.
Adjustment to Consideration. Any payments made pursuant to Clause 2.1 shall so far as possible be treated as an adjustment to the consideration paid by the Purchaser for the Sale Shares.