Acquisition adjustment definition

Acquisition adjustment means the difference between the purchase price of utility system assets to an acquiring utility and the net book value of the acquired utility’s assets.

Acquisition adjustment means, (A) an amount, not to exceed $71.0 million in the aggregate, equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of (i) training, conversion of data and any other items expensed in relation to systems stand-up/conversion arising solely from the Transactions, (ii) one-time expenses related to the recruitment of employees hired within three hundred and sixty (360) days of the Issue Date and (iii) expenses related to (1) auditing, tax and compliance with the Sarbanes-Oxley Act of 2002, (2) marketing and community relations, (3) investor relations and (4) any other consulting, contract services or legal expenses, for each of (1), (2), (3) and (4) above that would not have occurred absent the Merger and accrued within three hundred and sixty (360) days of the Issue Date, (B) an amount, not to exceed $15.0 million in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) any cash payments that are reclassified from capital expenditures to operating expenses due to changes in the Issuer’s accounting policies, and (C) an amount, not to exceed $34.0 million in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) the data conversion costs related to the set-up of the Transition Services Agreement Incurred in any one fiscal quarter after the Issue Date.

Acquisition adjustment means the amount, whether positive or negative, the Commission determines should be incorporated into the acquired rate base under Rule 1220-04-14-.04.

Examples of Acquisition adjustment in a sentence

• Borrower shall not permit the Leverage Ratio as of each fiscal quarter end, commencing with the fiscal quarter ending September 30, 2012, to be more than 3.00 to 1.00; provided that, during an Acquisition Adjustment Period, the Leverage Ratio shall not be greater than 3.50 to 1.00.

• Permit the Combined Total Leverage Ratio as of the end of any fiscal quarter to be greater than 5.00:1.00, provided, however, notwithstanding the foregoing, during any Acquisition Adjustment Period, the Combined Total Leverage Ratio for such period shall not be greater than 5:50:1.00.

• When an Acquisition Adjustment Period is in effect, the next Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.

• Samsung shall pay Rambus each Quarterly Acquisition Adjustment Payment within ten (10) United States business days of its receipt (as determined for notices under Section 9.2) of Rambus’ invoice therefor.

• To the extent required pursuant to Section 3.3, SK hynix shall pay, for each Acquisition occurring during the Term, to Rambus a Quarterly Acquisition Adjustment Payment for each of the calendar quarters that occur between [***].

• Rambus shall invoice Samsung for each Quarterly Acquisition Adjustment Payment no earlier than the end of the quarter to which such Quarterly Acquisition Adjustment Payment relates.

• The Borrower shall not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 5.00:1.00 (the “Required Threshold”); provided, however, that during an Acquisition Adjustment Period, the Required Threshold shall be increased to 5.50:1.00.

• If Samsung or any of its Subsidiaries completes an Acquisition where [***], Samsung shall pay Rambus a fixed quarterly payment (in addition to Samsung’s Quarterly License Payments or any other Quarterly Acquisition Adjustment Payment owed pursuant to Section 3.3(a) in connection with such Acquisition or any other Acquisition), based on such Acquisition, starting, on a pro-rated basis with the first calendar quarter during which the Acquisition Date occurred.

• If Samsung or any of its Subsidiaries completes an Acquisition where [***] then Samsung shall pay Rambus a fixed quarterly payment (in addition to Samsung’s Quarterly License Payments or any other Quarterly Acquisition Adjustment Payment owed pursuant to Section 3.3(b) in connection with such Acquisition or any other Acquisition), based on such Acquisition, starting, on a prorated basis, with the first calendar quarter during which the Acquisition Date occurred, [***].

• Rambus shall invoice SK hynix for each Quarterly Acquisition Adjustment Payment no earlier than thirty (30) days after the first day of the quarter to which each such Quarterly Acquisition Adjustment Payment relates, provided that any prorated portion of such payment due in accordance with Section 3.3 above may not be invoiced by Rambus earlier than thirty (30) days after the first day of the calendar quarter following the respective Acquisition Date.

More Definitions of Acquisition adjustment

Acquisition adjustment means the aggregate deduction from the Purchase Price for all Approved Acquisitions that have not closed prior to the Closing Date, which for each Approved Acquisition shall be the amount set forth on Schedule 2.2(a).

Acquisition adjustment means, as of any determination date, an amount determined with respect to each Acquisition or other transaction or series of transactions in which Borrower or any of its Subsidiaries acquires all or any significant portion of the assets of another Person, equal to the product obtained by multiplying (a) the aggregate cash consideration paid by Borrower and/or its Subsidiary in connection therewith, including closing costs but excluding amounts paid with cash equity directly or indirectly contributed by Holdings, by (b) (i) 75%, if such transaction was consummated in the 3 month period ending on the determination date, (ii) 50%, if such transaction was consummated in the 6 month period ending on the determination date, (iii) 25%, if such transaction was consummated in the 9 month period ending on the determination date, (iv) 0%, if such transaction was consummated more than 9 months prior to the determination date." The amount described in clause (a) above with respect to the Xxxxxx Pump Acquisition is $21,000,000.

Acquisition adjustment has the meaning ascribed in Section 6(j).

Acquisition adjustment means (a) the greater of (i) zero ($0) and (ii) the amount equal to (A) 31.278 multiplied by (B) the Acquisition TCF Deficit plus (b) the Pending Acquisitions Purchase Price minus (c) the Pending Acquisitions Purchase Price Credit Amount; provided, that the Acquisition Adjustment shall not be less than zero ($0). For purposes of the “Acquisition Adjustment”:

Acquisition adjustment means, (A) an amount, not to exceed $61,000,000 in the aggregate, equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of (i) training, conversion of data and any other items expensed in relation to systems stand-up/conversion arising solely from the Transaction, (ii) one-time expenses related to the recruitment of employees hired within three hundred and sixty (360) days of the Closing Date and (iii) expenses related to (1) auditing, tax and compliance with the Sxxxxxxx-Xxxxx Act of 2002, (2) marketing and community relations, (3) investor relations and (4) any other consulting, contract services or legal expenses, for each of (1), (2), (3) and (4) above that would not have occurred absent the Merger and accrued within three hundred and sixty (360) days of the Closing Date, (B) an amount, not to exceed $15,000,000 in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) any cash payments that are reclassified from capital expenditures to operating expenses due to changes in the Borrower’s accounting policies, and (C) an amount, not to exceed $34,000,000 in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) the data conversion costs related to the set-up of the Transition Services Agreement incurred in any one fiscal quarter after the Closing Date.