Capital Expenditure Adjustment Amount definition

Capital Expenditure Adjustment Amount means, with respect to each Specified Business, an amount equal to the Target Capital Expenditure Amount minus the Closing Capital Expenditure Amount for such Specified Business. Except to the extent (and only to the extent) the consent of Buyer is obtained as contemplated in the proviso to the definition of “Closing Capital Expenditure Amount,” in no event will the Capital Expenditure Adjustment Amount be a negative number.

Capital Expenditure Adjustment Amount means, with respect to each Specified Business, an amount equal to the Target Capital Expenditure Amount minus the Closing Capital Expenditure Amount for such Specified Business. Except to the extent (and only to the extent) the consent of Buyer is obtained as contemplated in the proviso to the definition of “Capital Expenditure Amount,” in no event will the Capital Expenditure Adjustment Amount be a negative number.

Capital Expenditure Adjustment Amount means an amount equal to (A) the Capital Expenditure Amount minus (B) the Estimated Capital Expenditure Amount. For the avoidance of doubt the Capital Expenditure Adjustment Amount may be a negative number.

Examples of Capital Expenditure Adjustment Amount in a sentence

• Upon delivery of the Closing Balance Sheet, Purchaser will provide to Parent and Parent's accountants full access to the personnel and books and records of the Companies and their consolidated Subsidiaries, to the extent reasonably related to a review of the Closing Balance Sheet and the calculation of the Closing Net Working Capital and the Capital Expenditure Adjustment Amount.

• In the event that Parent does not provide such a notice of disagreement within such forty five (45) day period, Parent shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital and the Capital Expenditure Adjustment Amount delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder.

• As set forth in Section 1.3(d), the Estimated Net Working Capital Adjustment Amount and the Estimated Capital Expenditure Adjustment Amount shall be used to calculate the Closing Date Purchase Price payable at Closing.

• If Parent disagrees with the calculation of the Closing Net Working Capital, the Capital Expenditure Adjustment Amount or any element relevant thereto, it shall notify Purchaser of such disagreement in writing within forty five (45) days after its receipt of the Closing Balance Sheet and the calculation of the Capital Expenditure Adjustment Amount, which notice shall set forth in detail the particulars of such disagreement.

• As soon as reasonably practicable, but in no event later than sixty (60) days after the Execution Date, Buyer will deliver to Sellers the Preliminary Closing Statement setting forth the Buyer’s good faith estimate of the Closing Working Capital, the Net Cash Change, the Closing Imbalance and the Capital Expenditure Adjustment Amount, together with supporting records.

More Definitions of Capital Expenditure Adjustment Amount

Capital Expenditure Adjustment Amount has the meaning set forth in Section 2.1(b)(iv).

Capital Expenditure Adjustment Amount has the meaning specified in Section 1.2(a).

Capital Expenditure Adjustment Amount has the meaning set forth in Section 2.1(b)(iv). “Cash” means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. “Cash Adjustment Amount” has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. § 4565). “Closing” has the meaning set forth in Section 8.1. “Closing Date” has the meaning set forth in Section 8.1. “COBRA” has the meaning set forth in Section 5.6(t). “Code” means the Internal Revenue Code of 1986. “Common Parent” has the meaning ascribed to such term in Section 1504(a) of the Code and the Treasury Regulations promulgated thereunder.

Capital Expenditure Adjustment Amount means, for any Capital Expenditure Period corresponding to a capital raising transaction described in clause (i) following, the positive amount, if any, of (i) net cash proceeds from issuances of Common Stock or other securities convertible into Common Stock or other non-redeemable equity securities of the Company minus (ii) cash expended during such Capital Expenditure Period by the Company or its Majority-Owned Subsidiaries in connection with business acquisitions (including without limitation acquisitions of substantially all of the assets of a Person permitted under this Agreement); PROVIDED, HOWEVER, that any cash expenditures constituting Capital Expenditures for such Capital Expenditure Period that are already included in the calculation of the total amount of Capital Expenditures for such Capital Expenditure Period for purposes of determining compliance with Section 10.08 hereof (without considering the Capital Expenditure Adjustment Amount) shall only be included once in such total amount, regardless of whether such Capital Expenditures arise in connection with a business acquisition. If the Company could properly include a Capital Expenditure within the general limitation under Section 10.08 hereof and/or under an available Capital Expenditure Adjustment Amount, the Company shall be entitled in its discretion to select the allocation of such Capital Expenditure. To the extent that amounts expended are included under clause (ii) of the foregoing definition, such amounts shall be deducted from the amount described in clause (i) on a chronological basis (I.E., the first such amount deducted will be the first of such amounts expended, and so on).

Capital Expenditure Adjustment Amount means the aggregate amount of all capital expenditures by the Company or any of its Subsidiaries incurred and paid by the Company on or prior to the Closing Date in connection with certain of the projects described on Schedule E-2, but only to the extent included in the Capital Expenditure Adjustment Amount as determined solely in accordance with the procedures set forth in Schedule E-1.

Capital Expenditure Adjustment Amount means an amount equal to the Closing Capital Expenditure Amount minus the Company Target Capital Expenditure Amount. The Capital Expenditure Adjustment Amount may be a positive or a negative number.

Capital Expenditure Adjustment Amount means, with respect to each Specified Business, an amount equal to the Target