Adjusted Consideration definition

Adjusted Consideration. ’ means the Consideration after adjustment as described

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Adjusted Consideration means (A) the Base Consideration plus (B) the Aggregate Exercise Price plus (C) the Closing Net Working Capital Excess, if any, minus (D) the Closing Net Working Capital Shortfall, if any, minus (E) the Unpaid Transaction Expenses.

Adjusted Consideration means the Total Consideration less the Consolidated Liabilities and less the Working Capital Deficit.

Examples of Adjusted Consideration in a sentence

Such Adjusted Consideration reflects the salary as if the Consultant was an employee without the additional Company's cost that was taken into account in order to calculate the Monthly Fees (i.e. without the equivalent payment to vacation leave, sick leave, travel expenses, pension arrangement as employee including contributions to severance pay and payment of national insurance that have been paid by the Company to the Consultant through the Monthly Fees during the consulting period).
Until properly surrendered, each outstanding Company Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive a portion of the Adjusted Consideration in accordance with, subject to the other terms and conditions of, this Article II.
All costs and expenses incurred in connection with this Agreement and the Transactions (including Transaction Expenses) shall be paid by the party incurring such expense; provided that (i) at the Closing, Acquirer shall pay or cause to be paid all Unpaid Transaction Expenses included in the calculation of the Adjusted Consideration and (ii) the fees and expenses of the Reviewing Accountant, if any, shall be allocated as provided in Section 1.2(g).
Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Escrow Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii).
The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Companies set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Companies set forth in the Estimated Closing Statement minus (c) the Final Purchaser Adjusted Consideration Amount plus (d) the Final Seller Adjusted Consideration Amount.

More Definitions of Adjusted Consideration

Adjusted Consideration means US$2,280,787, being the Consideration less the value of the SWK Land (i.e., approximately US$72,722) and the lease fees payable for a term of six years under the SWK Lease Agreements (i.e., approximately US$21,817).

Adjusted Consideration has the meaning set forth in Section 1.2.

Adjusted Consideration means, without duplication, an amount equal to (a) the Total Enterprise Value, plus (b) an amount equal to (i) the aggregate exercise prices of all Qualifying Options, plus (ii) an amount equal to the aggregate exercise prices of all Qualifying Series 1 Warrants, plus (iii) an amount equal to the aggregate exercise prices of all Qualifying Series 2 Warrants, plus (c) an amount equal to the value of Cash and Cash Equivalents as of immediately prior to the Closing, plus (d) in the event the Net Working Capital as of immediately prior to the Closing exceeds the Target Net Working Capital Amount, the amount by which the Net Working Capital as of immediately prior to the Closing exceeds the Target Net Working Capital Amount, minus (e) in the event the Net Working Capital as of immediately prior to the Closing is less than the Target Net Working Capital Amount, the amount by which the Target Net Working Capital Amount exceeds the Net Working Capital as of immediately prior to the Closing, minus (f) the sum of the following items, in each case if and to the extent the same are or remain unpaid as of immediately prior to the Closing: (i) the amount of any Company Transaction Expenses (including a reasonable estimate of the amounts payable by the Company or the Surviving Corporation following the Closing pursuant to Section 10.11(b)), (ii) the amount required at the Closing to discharge in full the Company Indebtedness, (iii) the amount of any Change of Control Obligations, and (iv) the amount of any Accrued Taxes (to the extent not otherwise included in the calculation of Adjusted Consideration).

Adjusted Consideration means the difference of (a) $1,820,000, minus (b) the amount of any Transaction Expenses incurred by the Company (on its own or on behalf of the Company Stockholders or any other Person) in connection with the Merger and the Other Transactions and any financial accommodations provided by Parent or its affiliates to the Company, including an any such Transaction Expenses yet to be incurred or invoiced, minus (c) the amount required at Closing to discharge in full the Company Debt.

Adjusted Consideration is defined in Section 2.2(a).

Adjusted Consideration has the meaning set out in clause 4.1(a);

Adjusted Consideration means the Total Consideration less the Consolidated Liabilities and (i) plus one half of the amount by which Consolidated Current Assets exceed the Consolidated Accounts Payable, or (ii) less the amount by which Consolidated Accounts Payable exceed Consolidated Current Assets, as the case may be.