Adjustment Consideration definition

Adjustment Consideration is defined in Section 2.8(c).
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Adjustment Consideration means the Adjustment Amount, in the event that the Adjustment Amount is a positive number. For the avoidance of doubt, any Adjustment Consideration shall be payable to the Camden Stockholders in the form of additional Stock Consideration.
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Examples of Adjustment Consideration in a sentence

  • Board Of Adjustment Consideration Of Resolution 2018-04BOA Denying Variance From The Archuleta County Land Use Regulations For Horton On Lot 37, Block 13, Lake Pagosa ParkRequest to consider and approve a Resolution of the Board of Adjustment stating Findings denying the Horton Residence Height and Setback Variances in the PUD zone, Lot 37, Block 13, Lake Pagosa Park.

  • Each issued and outstanding Preferred Unit shall be converted into the right to receive the Preferred Unit Merger Consideration plus each Seller’s applicable portion of the Aggregate Preferred Adjustment Consideration as determined pursuant to Section 1.6(b) (if any).

  • All Class B Units shall be cancelled automatically and shall cease to exist, and the holders of Class B Units shall cease to have any rights with respect thereto, other than the right to receive the Per Unit Cash Merger Consideration plus each Seller’s applicable portion of the Aggregate Cash Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), without interest.

  • All Preferred Units shall be cancelled automatically and shall cease to exist, and the holders of Preferred Units shall cease to have any rights with respect thereto, other than the right to receive the Preferred Unit Merger Consideration plus each Seller’s applicable portion of the Aggregate Preferred Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), without interest.

  • If an Event of Default specified in Section 6.01(e) or (f) occurs and is continuing, then the principal of, premium, if any (including Exchange Adjustment Consideration as set forth in this Section 6.02), and accrued and unpaid interest, if any, on, all the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

  • All Class A Units shall be cancelled automatically and shall cease to exist, and the holders of Class A Units shall cease to have any rights with respect thereto, other than the right to receive the Per Unit Parent Stock Merger Consideration or the Per Unit Cash Merger Consideration, as applicable, plus each Seller’s applicable portion of the Aggregate Cash Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), in each case, without interest.

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  • Each issued and outstanding Class B Unit shall be converted into the right to receive the Per Unit Cash Merger Consideration plus each Seller’s applicable portion of the Aggregate Cash Adjustment Consideration as determined pursuant to Section 1.6(b) (if any).

  • If, during the Financing Period, a Dilutive Financing occurs or, in accordance with Section 2.06(3) is deemed to occur, and results, or is deemed to result, in the Current Shareholding falling below the Xxxxxxxxx Xxxxxxxxxxxx, Xxxxxxx shall, within five Business Days of Financial Close in respect of such Dilutive Financing, issue that number of Adjustment Consideration Shares to the Vendor as may be required to make the Current Shareholding equal to the Statutory Shareholding.

  • Such updated Allocation Schedule shall also include a calculation of the Per Share Adjustment Consideration and the Per Share Escrow Release Amount, as applicable.

Related to Adjustment Consideration

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Adjustment Escrow Amount means $1,000,000.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and 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 includes any and all payments representing the purchase price and any assumptions of Indebtedness, “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; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Consideration has the meaning set forth in Section 2.1(a).