Balance Sheet Adjustment definition

Balance Sheet Adjustment shall have the meaning set forth in Section 2.3(a).

Balance Sheet Adjustment means, an amount (which may be either a positive or negative number) equal to (i) the Closing Net Working Capital Adjustment, minus (ii) the Closing Indebtedness (but excluding any Payoff Amount).

Balance Sheet Adjustment means: (i) where the Net Working Capital Adjustment and Net Worth Adjustment are both negative amounts, the most negative of such amounts; (ii) where either the net Working Capital Adjustment or Net Worth Adjustment is a positive amount and the other is a negative amount, the amount resulting from netting such amounts if negative, otherwise zero; or (iii) where the Net Working Capital Adjustment and Net Worth Adjustment are both positive amounts, zero.

Examples of Balance Sheet Adjustment in a sentence

• If the net investment shown on the Estimated Balance Sheet is less than $155 million (the difference between the net investment and $155 million is hereinafter referred to as the "Estimated Shortfall"), then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the Estimated Shortfall (such reduction being referred to as the "Estimated Balance Sheet Adjustment").

• Subject to the terms and conditions hereof, Purchaser shall, subject to the adjustments, if any, contemplated under Section 3, pay to Seller an amount (the "Closing Cash Payment") equal to (A) $187,600,000 less the Estimated Balance Sheet Adjustment (as defined below), if any (the "Estimated Purchase Price") less (B) $20,000,000.

• If the net investment shown on the Estimated Balance Sheet is at least $155 million, then there shall be no Estimated Balance Sheet Adjustment.

• If the net investment shown on the Estimated Balance Sheet is less than $135 million, Purchaser may at its option (1) terminate this Agreement or (2) proceed with the transactions contemplated herein, including the determination of the Closing Cash Payment as reduced by the Estimated Balance Sheet Adjustment described in the following sentence.

• The Balance Sheet Adjustment shall be determined on or before 90 days after the Closing Date.

More Definitions of Balance Sheet Adjustment

Balance Sheet Adjustment has the meaning given to such term in Section 1.8.

Balance Sheet Adjustment means the sum (positive or negative) of (i) the Closing Date Shareholder’s Equity minus (ii) the December 31, 2010 Shareholder’s Equity.

Balance Sheet Adjustment has the meaning set forth in Section 2(f)(iv).

Balance Sheet Adjustment has the meaning given in Section 2.05(c) hereof. ------------------------

Balance Sheet Adjustment means the difference, if any, between (i) Company’s consolidated tangible net equity (as such term is defined by generally accepted accounting principles (“GAAP”)) as of the date of Closing and as stated on the Closing Balance Sheet and (ii) $6,085,786 (Company’s consolidated tangible net equity on June 30, 2003 as presented in the Most Recent Financial Statements (as defined in Section 4.8)); provided, however that the Balance Sheet Adjustment shall not be effected by the exercise of any of Company’s outstanding options.

Balance Sheet Adjustment means (i) if the Balance Sheet Components are equal to or less than $1,800,000, then an amount equal to the Balance Sheet Components, (ii) if the Balance Sheet Components are greater than $1,800,000 and less than $3,600,000, then $1,800,000 and (iii) if the Balance Sheet Components are equal to or greater than $3,600,000, then an amount equal to (x) the Balance Sheet Components minus (y) $1,800,000; provided, however, that in no event will the Balance Sheet Adjustment exceed $2,300,000.

Balance Sheet Adjustment shall have the meaning set out in paragraph 4 of Part 1 of Schedule 9;