Closing Consideration Adjustments Sample Clauses

Closing Consideration Adjustments. At the Effective Time, Parent shall hold an amount equal to the Purchase Price Adjustment Holdback, which shall constitute a holdback from the Closing Consideration used to satisfy amounts owed to Parent pursuant to this Section 4.1(c)(ii). Within five (5) business days following the determination of the Final Closing Statement, (A) in the event that the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) is greater than the Estimated Closing Consideration (the positive number equal to the difference between the Closing Consideration and the Estimated Closing Consideration, the “Upward Adjustment Amount”), then Parent shall deposit with the Paying Agent for the benefit of the Holders such Upward Adjustment Amount, together with the Purchase Price Adjustment Holdback (after deduction of any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i)), in immediately available funds; (B) in the event that the Estimated Closing Consideration is greater than the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) (the absolute value of the negative number equal to the difference between the Estimated Closing Consideration and the Closing Consideration, the “Downward Adjustment Amount”), then Parent shall (1) retain an amount in cash equal to the Downward Adjustment Amount and (2) deposit with the Paying Agent for the benefit of the Holders the remainder (if any) of the Purchase Price Adjustment Holdback after deducting the Downward Adjustment Amount and any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i), in each case in immediately available funds; provided, however, that if the Downward Adjustment Amount exceeds the Purchase Price Adjustment Holdback, Parent shall be entitled to setoff any such difference against the unpaid portion of the Earn-Out Consideration; or (C) in the event that the Closing Consideration (as finally determined pursuant to Section 4.1(c)(i)) equals the Estimated Closing Consideration, then Parent shall deposit with the Paying Agent for the benefit of the Holders the Purchase Price Adjustment Holdback (after deduction of any applicable Accounting Firm costs and expenses pursuant to Section 4.1(c)(i)) in immediately available funds.
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Closing Consideration Adjustments. To the extent that: (a) Target’s Inventory at Closing is less than $2,600,000, (b) the excess of Target’s Accounts Receivable (which shall, in no way, include any receivables, refunds or credits related to Taxes) over Target’s accounts payable (in accordance with Target GAAP and as reflected in the Financial Projections), each at Closing, is less than $937,000, (c) Target’s cash at Closing is less than $2,500,000 plus the amounts of any non-recurring engineering fees received prior to Closing as listed on Schedule 2.6(i) attached hereto (any and all such shortfalls pursuant to subsections (a), (b), or (c), together, the “Working Capital Shortfall”), or (d) there are Target Transaction Expenses which have not been paid prior to the Closing (the “Unpaid Target Transaction Expenses”), the parties have agreed that the sum of (i) the Working Capital Shortfall, if any, and (ii) the unpaid Target Transaction Expenses (the sum of (i) and (ii) being the “Adjustment Amount”), shall, at Acquiror’s option, reduce the Closing Consideration (as determinable at Closing), be Damages indemnifiable under Section 6 hereto or be setoff against the Earnout Payment. Provided, however, the parties agree that at such date that is most proximately practicable prior to the Closing Date and prior to the last stockholder distribution or dividend of Target, and in lieu of any reduction in the Closing Consideration, Damages indemnifiable under Section 6 hereto, or setoff against the Earnout Payment, in each case as noted in the previous sentence, Target shall have caused the cash balance of Target as of the date of Closing to be increased to reflect the amount of any Adjustment Amount (a “Closing Cash Balance Adjustment”). To the extent that an Adjustment Amount as determined as of the Closing does not accurately reflect the actual Working Capital Shortfall or Unpaid Target Transaction Expenses, Acquiror shall be entitled to payment for any such unpaid or deficient portion of the Adjustment Amount (taking into account the aggregate net working capital shortfall of the above described components of the Adjustment Amount, it being the intent of the parties that any excess in any component shall be applied against any deficiency in another component when calculating the final amount of the Working Capital Shortfall) as an indemnifiable claim under Section 6 hereunder; provided, however, that no such claim hereunder shall be made based upon any breach of any representation or warranty or c...
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Closing Consideration Adjustments. At the Closing, the number of the Base Subscription Shares to be issued shall be adjusted as follows: (a) if the Net Revenue of the Contributed Business reflected in the Audited Income Statement for the fiscal year 2018 is lower than the Net Revenue of the Contributed Business reflected in the Unaudited Income Statement for the fiscal year 2018 (such difference, the “Net Revenue Audit Differential”), then the number of the Base Subscription Shares to be issued at the Closing shall be reduced by a number equal to the Base Subscription Shares, multiplied by a fraction, the numerator of which is the Net Revenue Audit Differential and the denominator of which is the Net Revenue of the Contributed Business reflected on the Unaudited Income Statement, rounded to the nearest whole number (such fraction, the “Net Revenue Audit Adjustment Percentage”); (b) if the Net Revenue of the Contributed Assets that have been fully transferred or otherwise contributed to the Yirendai Group reflected in the Audited Income Statement for the fiscal year 2018 is lower than the Net Revenue of the Contributed Assets reflected in the Audited Income Statement for the fiscal year 2018 (such difference, the “Net Revenue Differential”), then the number of the Base Subscription Shares to be issued at the Closing shall be reduced by a number equal to the Base Subscription Shares multiplied by a fraction, the numerator of which is the Net Revenue Differential and the denominator of which is the Net Revenue of the Contributed Assets reflected in the Audited Income Statement for the fiscal year 2018, rounded to the nearest whole number (such fraction, the “Net Revenue Adjustment Percentage”); and (c) notwithstanding anything to the contrary above in this Section 3.6, if the adjustment procedures in Section 3.6(a) and Section 3.6(b) would result in the aggregate number of the Subscription Shares issuable at the Closing being reduced by a number that is equal to or less than 21,383,589 Ordinary Shares (being twenty percent (20%) of the Base Subscription Shares), then Section 3.6(a) and Section 3.6(b) shall be disregarded and no adjustment in accordance with Section 3.6(a) and Section 3.6(b) shall be made to the number of the Subscription Shares issuable at the Closing.
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Related to Closing Consideration Adjustments

  • Merger Consideration Adjustment (a) Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”).

  • Antidilution Adjustments If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Anti-Dilution Adjustments The number of shares issuable upon conversion of this Debenture and the Conversion Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend or make a distribution on its common stock in additional shares or other securities, (ii) subdivide its outstanding common stock into a greater number of shares, (iii) combine its outstanding shares into a smaller number of shares or (iv) issue, by reclassification of its shares, any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the number of share issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares, and other securities of the Company which such Holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event. (b) In case the Company shall issue rights, options, warrants or convertible securities to holders of its shares, for no consideration, containing the right to subscribe for or purchase shares of common stock, the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares offered for subscription or purchase, and of which the denominator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Conversion Price. (c) In case the Company shall distribute to holders of its common shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(f) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Conversion Shares shall also be adjusted and shall be that number determined by multiplying the number of shares issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Conversion Price in effect immediately before the adjustment and the denominator of which shall be the Conversion Price as so adjusted. (d) If the Company shall at any time while this Debenture is outstanding issue shares (including additional shares deemed to be issued upon conversion of any convertible security, but excluding shares issued as a dividend or distribution or upon a stock split or combination which is otherwise provided for in Section 6(a) above, or upon the issuance of options or warrants for no consideration which is otherwise provided for in Section 6(b) above) either without consideration, or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced by a full ratchet anti-dilution adjustment to such lesser price (calculated to the nearest cent). For purposes of this Section 6(d), the consideration received by the Company for the issue of any additional shares shall be computed as follows:

  • Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.