Aggregate Consideration Adjustment Sample Clauses
Aggregate Consideration Adjustment. The Aggregate Consideration shall be adjusted for any dilutive effects in respect of the Owned Shares and the Purchase Rights Shares occurring until the Share Closing or the Cash Payment Option Closing (whichever occurs later), as applicable, including dividend payments and other distributions of any kind, demergers, capital increases with an issuance price per Company Share below the then prevailing stock market price, the sale of treasury shares by the Company with a sales price below and the purchase of treasury shares by the Company with a purchase price above the then prevailing stock market price (but excluding capital increases and the sale of treasury shares following the exercise of options that have been issued in the ordinary course of business substantially consistent with prior practice based on the existing employee stock option and share participation plans), the issuance of options, warrants, convertible securities and other rights of any kind to acquire Company Shares, as the case may be, and repayments of capital. In case of dividend payments of any kind, the adjustment shall be effected by deduction of the gross amount of such dividend per Company Share from the Aggregate Consideration, it being understood that such deduction between the Aggregate Cash Amount and the Share Consideration shall be jointly agreed upon between the Parties; in the event the Parties do not agree upon a joint allocation, the allocation of such deduction between the Aggregate Cash Amount and the Share Consideration shall be carried out on a pro–rated basis (it being understood that for such purposes the value of each Purchaser Share shall be CHF 34,02 (thirty four Swiss Francs and two cents)). In lieu of an adjustment pursuant to the immediately preceding paragraph of this Section 5.7, the Purchaser may require the Seller, at its sole discretion, to transfer to the Purchaser the compensation, right or contribution granted to the Company’s shareholders causing the dilutive effect, including dividends or other distributions, or shares of a demerged part of the Company. Such transfer shall be without additional consideration of any nature (other than reimbursement by the Purchaser of the price paid and the expenses incurred by the Seller in order to obtain such compensation or contribution). If the Company grants to the Seller, or offers to the Seller, or if the Seller has pre–emptive rights for, shares or other equity or equity–linked securities of the Company, in...
Aggregate Consideration Adjustment. Any indemnity payment by Sellers to Buyer under Section 14.2(b) shall be deemed a reduction of the Aggregate Consideration.
Aggregate Consideration Adjustment. The Aggregate Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount, with such adjustments being made to the Cash Consideration, unless mutually agreed by the Contributing Parties and the Partnership Parties.
Aggregate Consideration Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) calendar days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a consolidated balance sheet of the Business as of the Effective Time (the “Closing Balance Sheet”). Such Closing Balance Sheet shall be accompanied by a statement calculating the Net Working Capital as of the Closing Date and calculated substantially in accordance with Schedule 2.6(a). The Closing Balance Sheet will be prepared, and the Net Working Capital shall be determined in accordance with GAAP, applied consistently with the Financial Statements, and Buyer and Seller agree that such calculation is not intended to permit the introduction of different judgments, accounting methods, policies, practices, procedures, classifications or estimation methodology for purposes of determining the asset and liability balances of the Business from those used in the preparation of the Financial Statements.
(b) Buyer shall permit Seller and its accountant to review upon request all accounting records, work papers and computations used by ▇▇▇▇▇ in the preparation of the Closing Balance Sheet and the computation of the Net Working Capital. If Seller disputes the Net Working Capital as calculated by ▇▇▇▇▇, Seller shall deliver to Buyer a Notice of Dispute no more than thirty (30) calendar days after the date Seller receives the Closing Balance Sheet. If Seller fails to deliver a Notice of Dispute within such thirty (30) day period, Seller shall be deemed to have accepted the Closing Balance Sheet prepared by Buyer.
(c) Upon receipt of a Notice of Dispute, Buyer shall promptly consult with Seller with respect to its specified points of disagreement in a good faith effort to resolve the dispute. If any such dispute cannot be resolved by ▇▇▇▇▇▇ and Buyer within thirty (30) calendar days after ▇▇▇▇▇ receives the Notice of Dispute, Buyer and Seller shall refer the dispute to the Accountant to finally determine, as soon as practicable, and in any event within twenty (20) calendar days after such reference, all points of disagreement with respect to the calculation of the Net Working Capital. For purposes of such determination, ▇▇▇▇▇ and Seller shall each submit a proposed calculation of the Net Working Capital and relevant support for such calculation. The Accountant shall apply the terms of Section 2.6(a) in connection with such determination. The Accountant shall consider only those ite...
Aggregate Consideration Adjustment. (a) Buyer shall deliver, or cause to be delivered, to Seller as soon as practicable, but in no event more than ninety (90) days after the Closing Date, a preliminary written statement (the “Preliminary Statement”) setting forth the Adjusted Net Investment Amount as of the Closing Date (the “Closing Adjusted Net Investment Amount”), which amount shall be determined in accordance with the Agreed Methodology.
(b) Seller shall have sixty (60) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). During the Review Period, Seller shall have reasonable access during normal business hours to the books and records of the Business (and to the non-privileged work papers of Buyer relating to the Business or the Purchased Assets that were used in preparing the Preliminary Statement) to the extent required in connection with such review, subject to Section 6.
Aggregate Consideration Adjustment. The Aggregate Consideration shall be adjusted downward by the Additional Distribution Amount, with such adjustments being made to the Unit Consideration, unless otherwise mutually agreed to by the Contributing Parties and the Partnership Parties.
Aggregate Consideration Adjustment. (a) Following the Closing, the Aggregate Consideration shall be finally determined in accordance with the adjustments and procedures set forth in Sections 2.5 and 2.6. If the Aggregate Consideration (as finally determined) is greater than the Closing Estimate Payment, an amount equal to the excess of the Aggregate Consideration over the Closing Estimate Payment shall be paid by Purchaser to the Seller Representative, on behalf of Sellers, within two (2) Business Days following the final determination of the Aggregate Consideration, by wire transfer of immediately available funds to a bank account designated by the Seller Representative. The Seller Representative shall promptly thereafter deliver to each Seller its share of such payment in accordance with their respective interests in the Company as set forth on Section 2.1 of the Disclosure Letter. If the Aggregate Consideration (as finally determined) is less than the Closing Estimate Payment (a “Deficiency”), the Deficiency shall be paid out of the Escrow Account, on behalf of Sellers, to Purchaser promptly following the final determination of the Aggregate Consideration. To the extent the amount then remaining in the Escrow Account is insufficient to satisfy the Deficiency, the positive difference between the Deficiency and the amount then remaining in the Escrow Account shall be paid by the Seller Representative (on behalf of Sellers) to Purchaser promptly following the final determination of the Aggregate Consideration by wire transfer of immediately available funds to an account or accounts designated by Purchaser.
(b) The parties shall give effect to the actions set forth in Section 2.4(b) of the Disclosure Letter.
Aggregate Consideration Adjustment a. Estimated Aggregate Consideration Adjustment. At least three (3) but not more than five (5) business days prior to the Closing Date (as defined below), the Sellers shall deliver to the Parent a statement (together with all relevant supporting information), setting forth in reasonable detail (including the components of such calculation) their reasonable good faith estimate of Net Asset Value (as defined below) as of the close of business on the Closing Date (and including in any event the Loan Note and any accrued but unpaid interest thereon) (the "Estimated Closing Net Asset Value"). The Aggregate Consideration payable by the Offeror at Closing shall be increased by an amount equal to the Estimated Closing Net Asset Value, if positive, and decreased by an amount equal to the Estimated Closing Net Asset Value, if negative. The Aggregate Consideration as adjusted pursuant to this Section 1.2.7(a) being referred to herein as the "Closing Aggregate Consideration".
Aggregate Consideration Adjustment