Buyer Adjustment Amount definition

Buyer Adjustment Amount has the meaning set forth in Section 2.3(d).

Buyer Adjustment Amount means the excess, if any, of the sum of (I) Estimated Working Capital, Estimated Cash, Final Funded Indebtedness, and Final Company Transaction Expenses, over the sum of (II) Final Working Capital, Final Cash, Estimated Funded Indebtedness, and Estimated Company Transaction Expenses.

Buyer Adjustment Amount has the meaning given to such term in the CDS.

Examples of Buyer Adjustment Amount in a sentence

• If the Post-Closing Adjustment Amount is payable by Seller (such amount, the “Buyer Adjustment Amount”), then the principal amount of the Seller Note will be reduced by the Buyer Adjustment Amount.

• If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount by more than $300,000, the Seller shall, within five (5) Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, make payment by wire transfer of immediately available funds to the Buyer in the amount by which the Buyer Adjustment Amount exceeds the Seller Adjustment Amount.

• WBG experience since the onset of the pandemic also points to scope to further complement the physical footprint through digital tools.

• If the Buyer Adjustment Amount exceeds the funds in the TBV Shortfall Escrow Fund, Buyer and the Shareholders’ Representative will jointly instruct the Escrow Agent to disburse such excess to Buyer from the Indemnification Escrow Fund.

• The TBV Shortfall Escrow Fund and the Indemnification Escrow Fund will be the exclusive source of payment of any Buyer Adjustment Amount.

More Definitions of Buyer Adjustment Amount

Buyer Adjustment Amount means the amount of the Adjustment Amount if the Adjustment Amount is a negative number.

Buyer Adjustment Amount has the meaning set forth in Section 2.4(e).

Buyer Adjustment Amount has the meaning specified in Section 1.5(g)(i)(A).

Buyer Adjustment Amount is defined in Section 1.6(e)(iii).

Buyer Adjustment Amount means the sum of (A) the amount, if any, by which the Final TBV Deficiency exceeds the Estimated TBV Deficiency and (B) the amount, if any, by which the Estimated TBV Excess exceeds the Final TBV Excess.

Buyer Adjustment Amount is defined in Section 2.7.

Buyer Adjustment Amount means (i) with respect to shares of Buyer Common Stock sold or transferred on or after the record date of the Spin-off, the greater of (A) the aggregate proceeds due to or received by a Seller from the sale or transfer of such shares of Buyer Common Stock received in the Merger and sold or transferred by or on behalf of such Seller on or prior to the Adjustment Date and (B) the Aon Current Market Price on the Adjustment Date multiplied by the number of such shares of Buyer Common Stock received in the Merger and sold or transferred by such Seller on or prior to the Adjustment Date, and (ii) with respect to shares of Buyer Common Stock sold or transferred prior to the record date of the Spin-off, the greater of (A) the aggregate proceeds due to or received by a Seller from the sale or transfer of such shares of Buyer Common Stock received in the Merger and sold or transferred by or on behalf of such Seller on or prior to the Adjustment Date and (B) the Combined Current Market Price on the Adjustment Date multiplied by the number of such shares of Buyer Common Stock received in the Merger and sold or transferred by such Seller on or prior to the Adjustment Date.