Common use of Net Adjustment Amount Clause in Contracts

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent shall, within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2, pay an amount equal to the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in writing by the Escrow Agent in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to distribute such amount, together with the other funds constituting the Consideration Escrow Amount portion of the Escrow Fund, to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement. (ii) If the Net Adjustment Amount is negative (or zero), the Stockholder Representative and Parent shall within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2 jointly instruct the Escrow Agent to pay to Parent by wire transfer of immediately available funds to an account specified by Parent, from the Consideration Escrow Amount portion of the Escrow Fund, an amount equal to the lesser of (x) the absolute value of the Net Adjustment Amount, and (y) the total amount in the Consideration Escrow Amount portion of the Escrow Fund. If the absolute value of the Net Adjustment Amount is less than the total amount in the Consideration Escrow Amount portion of the Escrow Fund, then the Stockholder Representative and Parent shall also instruct the Escrow Agent to distribute such remaining amounts in the Consideration Escrow Amount portion of the Escrow Fund (after payment to Parent pursuant to the precedent sentence) to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent (A) Purchaser shall, within five Business Days of after the Net Adjustment Amount being finally determined pursuant to this Section 2.2Statement becomes final, conclusive and binding on the parties, pay an amount equal or cause to the Net Adjustment Amount to the Escrow Agent be paid, by wire transfer of in immediately available funds to the bank account specified in writing by the Escrow Agent in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to distribute such amount, together with the other funds constituting the Consideration Escrow Amount portion of the Escrow Fund, to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement. (ii) If the Net Adjustment Amount is negative (or zero), the Stockholder Representative and Parent shall within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2 jointly instruct the Escrow Agent to pay to Parent by wire transfer of immediately available funds to an account specified by Parent, from the Consideration Escrow Amount portion of the Escrow Fundfunds, an amount equal to the lesser of (x) the absolute value quantum of the Net Adjustment Amount, Escrow Amount and (y) the total amount in the Consideration Escrow Amount portion of the Escrow Fund. If the absolute value of the Net Adjustment Amount to the Sellers as follows: (1) to Blocker Seller, Blocker Seller’s Additional Seller Amount of such lesser amount, and (2) to the Paying Agent, on behalf of Company Seller, for further distribution in cash by Company Seller to the Other Indirect Equityholders, the remainder of such lesser amount and (B) the Sellers’ Representative and (ii) If the Net Adjustment Amount is less than negative, the total amount in the Consideration Escrow Amount portion Sellers’ Representative, on behalf of the Escrow FundSellers, then and Purchaser shall, within five Business Days after the Stockholder Representative Statement becomes final, conclusive and Parent shall also binding on the parties, jointly instruct the Escrow Agent to distribute such remaining amounts (A) pay to Purchasers from the funds in the Consideration Escrow Account an amount equal to the lesser of (1) the absolute value of the Net Adjustment Amount and (2) the Escrow Amount, and (B) if any portion of the Escrow Fund (Funds remain in the Escrow Account after delivery of payment to Parent Purchasers pursuant to the precedent sentenceSection 1.06(d)(ii)(A), immediately disburse (1) to each former holder Blocker Seller, an amount of the Escrow Funds equal to Blocker Seller’s Additional Seller Amount and (2) to the Paying Agent, the remaining funds in the Escrow Account for further disbursement by Company Common Stock or a Company Equity Award that is entitled Seller to receive the Per Share Cash Consideration, in each case Other Indirect Equityholders in accordance with their respective Additional Seller Amounts. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇’s sole and subject exclusive recourse with respect to any amounts determined pursuant to this Section 1.06, or any claims arising out of the foregoing, shall not exceed, in the aggregate, the Escrow Amount and shall only be payable out of the Escrow Account. (iii) If the Net Adjustment Amount is zero, the Sellers’ Representative, on behalf of the Sellers, and Purchaser shall jointly instruct the Escrow Agent to immediately disburse (A) to Blocker Seller, an amount of the funds in the Escrow Account equal to Blocker Seller’s Additional Seller Amount and (B) to the applicable provisions of this Agreement and Paying Agent, the remaining funds in the Escrow AgreementAccount for further disbursement by Company Seller to the Other Indirect Equityholders in accordance with their respective Additional Seller Amounts.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent (A) Purchaser shall, within five 10 Business Days of after the Net Adjustment Amount being finally determined pursuant to this Section 2.2Statement becomes final, pay an amount equal to conclusive and binding on the Net Adjustment Amount to the Escrow Agent parties, pay, by wire transfer of in immediately available funds funds, to the bank account specified Sellers’ Representative, for further distribution in writing by the Escrow Agent in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to distribute such amount, together with the other funds constituting the Consideration Escrow Amount portion of the Escrow Fund, to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject cash to the applicable provisions of this Agreement and the Escrow Agreement. (ii) If the Net Adjustment Amount is negative (or zero), the Stockholder Representative and Parent shall within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2 jointly instruct the Escrow Agent to pay to Parent by wire transfer of immediately available funds to an account specified by Parent, from the Consideration Escrow Amount portion of the Escrow FundSellers, an amount equal to the lesser of (x) the absolute value of the Net Adjustment Amount, Amount and (y) the total Escrow Amount, and (B) Sellers and Purchaser shall jointly instruct the Escrow Agent for the immediate disbursement to Sellers’ Representative, for further distribution in cash to the Sellers, of the entire amount in the Consideration Escrow Amount portion of the Escrow Fund. Funds in the Escrow Account. (ii) If the Net Adjustment Amount is negative, the Sellers’ Representative, on behalf of Sellers, and Purchaser shall, within 10 Business Days after the Statement becomes final, conclusive and binding on the parties, jointly instruct the Escrow Agent to pay to Purchaser from the funds, if any, then constituting the Escrow Fund an amount equal to the lesser of (A) the absolute value of the Net Adjustment Amount is less than the total amount in the Consideration Escrow Amount portion of and (B) the Escrow Fund, then the Stockholder Representative and Parent shall also instruct the Escrow Agent to distribute such remaining amounts in the Consideration Escrow Amount Amount. If any portion of the Escrow Fund (remains after payment to Parent delivery of any Net Adjustment Amount pursuant to this Section 1.06(d)(ii), Sellers’ Representative, on behalf of Sellers, and Purchaser shall jointly instruct the precedent sentenceEscrow Agent for the immediate disbursement to the Sellers’ Representative, for further distribution in cash to the Sellers, of the Escrow Funds remaining in the Escrow Account. (iii) If the Net Adjustment Amount is zero, Sellers’ Representative, on behalf of Sellers, and Purchaser shall jointly instruct the Escrow Agent for the immediate (iv) Any amounts distributed under this Section 1.06(d) to each former holder the Sellers’ Representative on behalf of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case Sellers shall be allocated among Sellers in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreementtheir respective Adjustment Allocation Percentages.