Adjusted Acquisition Price definition

Adjusted Acquisition Price means, with respect to any Portfolio Property, an amount equal to the difference obtained by subtracting (i) an amount equal to 6% of the Acquisition Price of such Portfolio Property from (ii) the Acquisition Price of such Portfolio Property.
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Adjusted Acquisition Price for any Mortgage Loan means the Acquisition Price for such Mortgage Loan PLUS the aggregate amount obtained by the daily application of the Investment Return Rate to the Acquisition Price for such Mortgage Loan on a 360-day-per-year basis for the actual number of days in the period from and including the Acquisition Date to and excluding the Settlement Date for such Purchased Loan, or the date on which such Purchased Loan is re-purchased by Seller pursuant to Section 2.9, as the case may be. "ADJUSTED TAKEOUT PROCEEDS" with respect to any Purchased Loan, means the Takeout Proceeds less any Administrative Costs incurred in connection with such Purchased Loan.
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Adjusted Acquisition Price shall have the meaning ascribed thereto in Section 2.09(a) hereof. "Agreement" shall mean this Agreement and Plan of Reorganization by and among the Buyer, the Seller and the Bank.
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Examples of Adjusted Acquisition Price in a sentence

  • The following sentence is added to the end of subsection 8.2(a) of the Agreement: In the case of an Undesignated Loan, if Seller fails to obtain a Takeout Commitment for such Mortgage Loan, or fails to provide to MBF either a true and correct photocopy of it or information about it as required by Section 13.18, within ninety (90) days after the Acquisition Date, MBF may notify Seller, and Seller shall promptly repurchase such Mortgage Loan at the Adjusted Acquisition Price on the date of repurchase.

  • For purposes of this Agreement, the term "Adjusted Acquisition Price" shall be (i) $105,000,000 (the "Acquisition Price") minus (ii) the Closing Liquid Net Worth Adjustment plus (iii) an additional amount equal to the product of (x) the amount determined pursuant to the preceding clauses (i) and (ii) times (y) 6.5% per year from the Measurement Date to the Effective Time, calculated on an uncompounded basis.

  • Within five days of delivery of a notice of determination by the Independent Accountant as described above, the applicable portions of the Adjusted Acquisition Price (calculated using the Closing Liquid Net Worth Adjustment so determined by the Independent Accountant) shall be delivered or made available to the Payment Agent, the Escrow Agent, the Stockholders' Representative and/or the Tax Escrow Agent, as the case may be, in accordance with Section 2.3.

  • Seller does not represent or guaranty that any Mortgagor will not default after the Acquisition Date, or that any Designated Investor will honor its Takeout Commitment or that Purchaser will be able to sell any Purchased Loan at the Adjusted Acquisition Price and Seller shall have no liability with respect to such matters.

  • If the Stockholders' Representative agrees with Siemens' calculation of the Closing Liquid Net Worth Adjustment contained in the Closing Statement, the Stockholders' Representative shall promptly so advise Siemens in writing, in which event the Closing Liquid Net Worth Adjustment shall be deemed final and the Adjusted Acquisition Price shall be calculated and deposited with the Payment Agent in accordance with Section 2.3.

  • Following the Closing, the Adjusted Acquisition Price shall be further adjusted by the amount of any post-closing adjustment required to be paid by the Surviving Corporation to the Stockholders (including the Selling Stockholder) pursuant to Section 3.3(f) or minus the amount of any post-closing adjustment required to be paid to the Surviving Corporation pursuant to Section 3.3(f) (the “Post-Closing Working Capital Adjustment”).

  • Notwithstanding the foregoing, however, if the Average Closing Price is less than $26.06 per share (the "Minimum Price"), then Seller shall have the right to terminate this Agreement pursuant to Section 8.01(f) of this Agreement, unless Buyer elects, in its sole discretion, to adopt $21.72 (the "Adjusted Acquisition Price") as the Acquisition Price.

  • Pursuant to Section 8.7(c)(viii) of the Operating Agreement, upon exercise of the Option or Put, if the Adjusted Acquisition Price is less than the Initial Acquisition Price, then on the First Adjustment Date, North Investors, and FRC on behalf of North Investors and its members, shall authorize the release of the difference between the Adjusted Acquisition Price and the Initial Acquisition Price (the “Negative True Up Amount”) to TCF from Escrow.

  • For the avoidance of doubt, the sum of a Revolving Senior Buyer Boost Advance and Revolving Mezz Buyer Boost Advance shall not exceed ninety three percent (93%) of the lesser of (x) the Adjusted Acquisition Price of each Portfolio Property that is the subject of such advance and (y) the Adjusted Property Valuation of each such Portfolio Property.

  • Provided the Adjusted Takeout Proceeds equal or exceed the Adjusted Acquisition Price, Purchaser agrees to sell each Purchased Loan to the Designated Investor identified in, and party to, the Takeout Commitment included as part of the Submission Package Documents furnished in connection with such Purchased Loan.


More Definitions of Adjusted Acquisition Price

Adjusted Acquisition Price means, for any Mortgage Loan, the Acquisition Price for such Mortgage Loan, plus the aggregate amount obtained by the daily application of the Investment Return Rate to the Acquisition Price for such Mortgage Loan on a 360-day-per-year-basis for the actual number of days in the period from the Acquisition Date to and excluding the Takeout Funding Date or the date on which Seller repurchases the Mortgage Loan, plus the amount of any then-unpaid Administrative Costs with respect to such Mortgage Loan, plus the amount of any then-unpaid Successor Servicer Costs with respect to such Mortgage Loan, if any, plus the amount of any accrued but unpaid Default Rate interest under subsection 5.2(h).
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Adjusted Acquisition Price for any Mortgage Loan means the Acquisition Price for such Mortgage Loan plus the aggregate amount obtained by the daily application of the Investment Return Rate to the Acquisition Price for such Mortgage Loan on a 360-day-per-year basis for the actual number of days in the period from and including the Acquisition Date to and excluding the Settlement Date for such Purchased Loan, or the date on which such Purchased Loan is re-purchased by Seller pursuant to Section 2.8, as the case may be.
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Adjusted Acquisition Price or “AAP” means the product of the Acquisition Price multiplied by the applicable Leverage Factor from the schedule of leverage Factors set forth in Section 4.1(b).
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Adjusted Acquisition Price for any Mortgage Loan means the Acquisition Price for such Mortgage Loan plus the aggregate amount obtained by the daily application of the Investment Return Rate to the Acquisition Price for such Mortgage Loan on a 360-day-per-year basis for the actual number of days in the period from and including the Acquisition Date to and excluding the Settlement Date for such Purchased Loan, or the date on which such Purchased Loan is re-purchased by Originator pursuant to Section 2.9, as the case may be.
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Adjusted Acquisition Price or “AAP” means the product of the Acquisition Price multiplied by the applicable Leverage Factor from the schedule of leverage Factors set forth in Section 4.1(b). “Affiliate” means any Person of which more than fifty percent (50%) of the total outstanding equity interests of such Person are owned by the Person in question and/or one or more of its Affiliates. “Agreement” has the meaning specified in the introduction to this Agreement. “Asset Purchase Proposals” has the meaning specified in the first recital of this Agreement. “Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of Minnesota) on which banks are open for business in Minneapolis, Minnesota, and Waco, Texas. “Calfund” means California Community Financial Institutions Fund Limited Partnership, a California limited partnership. “Calibat” means Calibat Fund L.L.C., a Minnesota limited liability company which is a limited partner in Calfund. “Cargill” means CFSC and its Affiliates. “Cargill Originations” has the meaning specified in Section 4.1 of this Agreement. “Cargill Projects” means any Included Product for which Cargill has delivered an affirmative Transaction Response. “CCCII” has the meaning specified in the introduction to this Agreement. “CFSC” has the meaning specified in the introduction to this Agreement. “CFSC Withdrawal Notice” has the meaning specified in Section 2.3(b) of this Agreement. “Competitive Bid” means an Asset Purchase Proposal which is made available to Persons in addition to CFSC or FirstCity involving the sale of the assets to the highest bidder, in which the participation of Cargill does not provide a material competitive advantage.
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Related to Adjusted Acquisition Price

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • 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;

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • 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.

  • 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.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.