Acquisition Adjustment Amount definition

Acquisition Adjustment Amount means the Total Permitted Acquisition Purchase Price plus fifty percent (50%) of the sum of the Permitted Acquisition EBITDA Increase for all Permitted Acquisitions that close and as to which the purchase price is paid prior to the Closing Date.
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Acquisition Adjustment Amount has the meaning specified in Schedule 1.01.
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Acquisition Adjustment Amount has the meaning specified on Schedule C.
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Examples of Acquisition Adjustment Amount in a sentence

  • Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e).

  • The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount.

  • Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount.

  • The aggregate Purchase Price to be paid by Buyer to Sellers for the Sale Assets and the Option is the Base Purchase Price, plus the Accretion Amount, less the Acquisition Adjustment Amount, plus any amount required to be paid to Sellers pursuant to Section 2.5(b)(v), plus the Old Accounts Receivable Price, plus or minus the net of adjustments as provided for in Section 2.7(a).

  • Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date.

  • Buyer and Seller shall each inform the Acquisition Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount.

  • The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the "Acquisition Adjustment Amount." Anything in this Agreement to the contrary notwithstanding, the operating income to which Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount.

  • Thereafter, Seller and Buyer shall have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date.

  • The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount.


More Definitions of Acquisition Adjustment Amount

Acquisition Adjustment Amount has the meaning given to it in Clause 7.3 (Acquisition).
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Acquisition Adjustment Amount means any amount received or recovered by a member of the Group in respect of any Acquisition Document or related claim or against the provider of any related report, after deducting related reasonable third party expenses and any taxes payable, or an adjustment downwards in the purchase price for the Acquisition, to the extent such amounts received or recovered are in an aggregate amount exceeding US$20,000,000 (or its equivalent in another currency or currencies).
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Related to Acquisition Adjustment Amount

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Spread Adjustment means 100 basis points.

  • Acquisition Price means INR (Rupees only) [Insert the value of the Acquisition Price, both in figures and in words respectively], which is the aggregate consideration payable by the Selected Bidder towards purchase of the Sale Shares at par along with assets and liabilities of the Company as on the Closing Date subject to adjustment as per the audited accounts of the Company as on the Closing Date;

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.