Adjustment Items definition

Adjustment Items with respect to the ROIC Performance Period means (1) unusual or infrequently occurring items in accordance with GAAP; (2) the impact of any change in accounting principles that occurs during the ROIC Performance Period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (the Administrator may either apply the changed accounting principle to the calculation of Adjusted Net Income for the Baseline Year, or exclude the impact of the change in accounting principle from the calculation of Adjusted Net Income for the ROIC Performance Period); (3) goodwill and other intangible impairment charges; (4) gains or charges associated with (i) the sale or divestiture (in any manner) of any interest in a business or (ii) losing control of a business, as well as the gains or charges associated with the operation of any business (a) as to which control is or was lost in the ROIC Performance Period, or (b) as to which the Company divested or divests its interest in the ROIC Performance Period; (5) gains or charges related to the sale or impairment of assets; (6)

Adjustment Items means Company Cash and Cash Equivalents, Current Income Taxes, Tax Benefit Amount, Company Working Capital, Company Fees and Expenses that remain unpaid immediately prior to the Effective Time and Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that remains unpaid immediately prior to the Effective Time.

Adjustment Items with respect to the ROIC Performance Period means (1) unusual or infrequently occurring items in accordance with GAAP; (2) the impact of any change in accounting principles that occurs during the ROIC Performance Period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (the Administrator may either apply the changed accounting principle to the calculation of Adjusted Net Income for the Baseline Year, or exclude the impact of the change in accounting principle from the calculation of Adjusted Net Income for the ROIC Performance Period);

Examples of Adjustment Items in a sentence

• In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator.

• First, the number of Performance Share Units will be determined based on the following chart: *If Additional Adjustment Items are applied to actual performance metrics, applicable adjustments may also be made to the targets listed in this table.

• The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

• The Committee may exercise discretion to not make adjustment for one or more Adjustment Items, or any amount of an Adjustment Item, when determining Adjusted Earnings, but only if the exercise of discretion reduces amounts payable under this award.

• The Committee may exercise discretion to not make adjustment for one or more Adjustment Items, orany amount of an Adjustment Item, when determining Adjusted Earnings, but only if the exercise of discretion reduces amounts payable under this award.

More Definitions of Adjustment Items

Adjustment Items has the meaning assigned in Section 4.1(b).

Adjustment Items has the meaning set forth in Section 2.3.

Adjustment Items mean the Other Indebtedness and Transaction Expenses. "Affiliate" or "affiliate" has the meaning ascribed to such term under Rule 12b-2 of the Exchange Act.

Adjustment Items means Company Cash and Cash Equivalents, Company Working Capital, Company Fees and Expenses, Company Indebtedness for Borrowed Money and Current Income Taxes.

Adjustment Items means Net Indebtedness, the Actual Working Capital Amount, the Target Working Capital Amount and any adjustment or payments in respect of EBITDA made pursuant to Clauses 4.12, 4.14, 4.15 or 4.16 or Schedule 3;

Adjustment Items. Adjustments, allocations, and distributions described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4),(5), and (6).

Adjustment Items means the Pre-Closing Expenditures and Working Capital, collectively.