Aggregate Adjustment definition

Aggregate Adjustment means the sum (which may be a positive or negative number) of all Entity Adjustments for every target entity, excluding Eliminated Entities.

Aggregate Adjustment means an amount, which may be a positive or a negative number, equal to the sum of (i) the amount (positive or negative) obtained by subtracting the Target Net Working Capital from the Closing Date Net Working Capital, (ii) a negative amount equal to the amount, if any, of the Company Indebtedness immediately prior to Closing and (iii) a negative amount equal to the accrued but unpaid Transaction Expenses.

Aggregate Adjustment means the amount, which may be a positive or a negative number, equal to (a) the Aggregate Capital Expenditures as of the Closing Date (the “Closing Date Aggregate Capital Expenditures”), plus (b) an amount (the “Closing Date Adjustment Amount”), which may be a positive or a negative number, obtained by subtracting the Target Net Working Capital from the Closing Date Net Working Capital.

Examples of Aggregate Adjustment in a sentence

• At least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) containing Seller’s good faith estimate of the Estimated Aggregate Adjustment, together with a reasonably detailed computation of such estimate.

• No later than one hundred and twenty (120) days following the filing of the U.S. federal income Tax Return for the DowDuPont U.S. Consolidated Group for the taxable year that includes the Dow Distribution, (i) if the Aggregate Adjustment Payment is negative, Dow shall pay the absolute value of the Aggregate Adjustment Payment to DowDuPont, and (ii) if the Aggregate Adjustment Payment is positive, DowDuPont shall pay the Aggregate Adjustment Payment to Dow.

• No later than one hundred and fifty (150) days following the filing of the U.S. federal income Tax Return for the DowDuPont U.S. Consolidated Group for the taxable year that includes the Dow Distribution, (i) if the State Aggregate Adjustment Payment is negative, Dow shall pay the absolute value of the State Aggregate Adjustment Payment to DowDuPont, and (ii) if the State Aggregate Adjustment Payment is positive, DowDuPont shall pay the State Aggregate Adjustment Payment to Dow.

• If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder.

• The Estimated Aggregate Adjustment shall be prepared in accordance with the illustrative calculation included on Schedule 2.3 using the same methodologies, practices, policies and judgments as were used in the preparation of the Financial Statements, except as otherwise expressly provided in this Agreement, including Schedule 2.3 (the “Accounting Principles”).

More Definitions of Aggregate Adjustment

Aggregate Adjustment means the amount (which may be a positive or a negative number) equal to the sum of: (x) an amount (the “Net Tangible Asset Value Adjustment”) (which may be a positive or negative number) obtained by subtracting $4,700,000 from the Net Tangible Asset Value as of the Closing Date (the “Closing Net Tangible Asset Value”) as finally determined pursuant to Section 2.2 plus (y) the Net Indebtedness as of the Closing Date (the “Closing Date Net Indebtedness”) (which may be a positive or negative number) as finally determined pursuant to Section 2.2. Notwithstanding anything herein to the contrary, any amounts included in the Net Tangible Asset Value cannot be included in the Closing Date Net Indebtedness and vice versa.

Aggregate Adjustment shall have the meaning set forth in Section 1.2(a).

Aggregate Adjustment. The difference between the Benchmark Projected Fees and the Reset Formulas Projected Fees.

Aggregate Adjustment means the amount, which may be a positive or a negative number, by which the Purchase Price shall be adjusted equal to the sum of:

Aggregate Adjustment means the lesser of (A) $5 million and (B) the sum of the Per Share Adjustment for all of the Applicable Shares.

Aggregate Adjustment has the meaning set forth in Section 3.2(e) below.

Aggregate Adjustment means the aggregate of the Environmental Defect Adjustment and the Interest Addition Adjustment.