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 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.