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 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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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 Adjusted Acquisition Price applies beginning the day following the acquisition date.

  • In the application of the Acquisition Price Adjustment Formula in the circumstances set forth in Items (a) through (c) below, the unadjusted acquisition price is deemed to be the amount found by multiplying the effective acquisition price on the day prior to the date of Adjusted Acquisition Price application by the indicated ratios (the “Adjustment Factor”).

  • Reverse stock split Beginning the effective date of the reverse stock split, the reduced number of shares of common stock resulting from the reverse stock split (excluding the reduced number of shares of common stock within the Company’s treasury stock on the effective date) is presented as a negative and deemed to be the number of delivered shares of common stock for calculation of the Acquisition Price Adjustment Formula, and the resulting Adjusted Acquisition Price applied.

  • Stock split The increased number of shares of common stock resulting from the split on the record date of the stock split (excluding increases in the number of shares of common stock for common stock within the Company’s treasury stock on the record date) is deemed to have been delivered and applied in the calculation of the Acquisition Price Adjustment Formula, and the Adjusted Acquisition Price is applied beginning the day following the record date.

  • The “unadjusted acquisition price” used in the Acquisition Price Adjustment Formula is the effective acquisition price on the day prior to date of Adjusted Acquisition Price application.

  • Adjustments will be made to the Adjusted Acquisition Price in accordance with Paragraph 8 if an acquisition price adjustment event occurs during the five consecutive trading days above.

  • 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.

  • 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”).

  • In (a)(v) above, “fully-diluted number of shares of common stock” refers to the number of issued shares of common stock on the date of application of Adjusted Acquisition Price minus the number of undelivered shares of common stock included in the number of issued shares of common stock in (c)(iii) above for Stock with Call Options, etc., to which is added the number of shares of common stock delivered as a result of acquisition of Stock with Call Options, etc.

  • 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.


More Definitions of Adjusted Acquisition Price

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 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 Seller pursuant to Section 2.8, as the case may be.
Sample 1
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 Originator pursuant to Section 2.9, as the case may be.
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Related to Adjusted Acquisition Price

  • Specified Acquisition Period means a period elected by the Borrower that commences on the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on which the Borrower is in compliance with Section 7.09 as such compliance is determined as if such period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds 5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election, the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified Acquisition by an Unrestricted Subsidiary or a joint venture, a Specified Acquisition Period may be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration for such Specified Acquisition is raised by the Borrower or a Subsidiary. Only one Specified Acquisition Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.

  • 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 the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • 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 any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • 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 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 has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line 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, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • 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.