Common use of Spinco Final Adjustment Amount Clause in Contracts

Spinco Final Adjustment Amount. If the amount equal to (A) the sum of (1) the Spinco Final Adjustment Amount and (2) the Spinco Adjustment Amount Increase, minus (B) the Spinco Adjustment Amount Decrease is (x) greater than the Spinco Estimated Adjustment Amount, the amount of such excess is referred to as the “Spinco Excess Amount,” or (y) less than the Spinco Estimated Adjustment Amount, the amount of such shortfall is referred to as the “Spinco Shortfall Amount.” If the sum of the Merger Partner Over Payment Amount plus the Merger Partner Negative Estimated Dividend is (x) greater than $0.00, the amount is referred to as the “Spinco Adjustment Amount Increase,” or (y) less than $0.00, the absolute value of the amount of such shortfall is referred to as the “Spinco Adjustment Amount Decrease.” (ii) no later than five (5) Business Days after the later of (A) the determination of the Spinco Final Adjustment Amount and (B) the determination of the Merger Partner Final Dividend Amount, a payment by wire transfer in respect thereof shall be made as follows: