Capital Expenditure Adjustment Amount definition

Capital Expenditure Adjustment Amount means, with respect to each Specified Business, an amount equal to the Target Capital Expenditure Amount minus the Closing Capital Expenditure Amount for such Specified Business. Except to the extent (and only to the extent) the consent of Buyer is obtained as contemplated in the proviso to the definition of “Capital Expenditure Amount,” in no event will the Capital Expenditure Adjustment Amount be a negative number.

Capital Expenditure Adjustment Amount has the meaning specified in Section 1.2(a).

Capital Expenditure Adjustment Amount means an amount equal to (A) the Capital Expenditure Amount minus (B) the Estimated Capital Expenditure Amount. For the avoidance of doubt the Capital Expenditure Adjustment Amount may be a negative number.

Examples of Capital Expenditure Adjustment Amount in a sentence

• In the event that Parent does not provide such a notice of disagreement within such forty five (45) day period, Parent shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital and the Capital Expenditure Adjustment Amount delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder.

• Upon delivery of the Closing Balance Sheet, Purchaser will provide to Parent and Parent's accountants full access to the personnel and books and records of the Companies and their consolidated Subsidiaries, to the extent reasonably related to a review of the Closing Balance Sheet and the calculation of the Closing Net Working Capital and the Capital Expenditure Adjustment Amount.

• If Parent disagrees with the calculation of the Closing Net Working Capital, the Capital Expenditure Adjustment Amount or any element relevant thereto, it shall notify Purchaser of such disagreement in writing within forty five (45) days after its receipt of the Closing Balance Sheet and the calculation of the Capital Expenditure Adjustment Amount, which notice shall set forth in detail the particulars of such disagreement.

• If a Notice of Disagreement is not delivered by the Stockholder Representative to Parent prior to the expiration of the Review Period, the Stockholder Representative shall be deemed to have agreed to all items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount.

• Accordingly, notwithstanding anything else in this Article 1 to the contrary, for purposes of calculating the amount of the Closing Date Purchase Price payable on the Closing Date, the Base Price will be increased or decreased (as applicable) pursuant to the definition of Closing Date Purchase Price by the Estimated Net Working Capital Adjustment Amount and the Estimated Capital Expenditure Adjustment Amount.

More Definitions of Capital Expenditure Adjustment Amount

Capital Expenditure Adjustment Amount has the meaning set forth in Section 2.1(b)(iv). “Cash” means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. “Cash Adjustment Amount” has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. § 4565). “Closing” has the meaning set forth in Section 8.1. “Closing Date” has the meaning set forth in Section 8.1. “COBRA” has the meaning set forth in Section 5.6(t). “Code” means the Internal Revenue Code of 1986. “Common Parent” has the meaning ascribed to such term in Section 1504(a) of the Code and the Treasury Regulations promulgated thereunder.

Capital Expenditure Adjustment Amount means, for any Capital Expenditure Period corresponding to a capital raising transaction described in clause (i) following, the positive amount, if any, of (i) net cash proceeds from issuances of Common Stock or other securities convertible into Common Stock or other non-redeemable equity securities of the Company MINUS (ii) cash expended during such Capital Expenditure Period by the Company or its Majority-Owned Subsidiaries in connection with business acquisitions (including without limitation acquisitions of substantially all of the assets of a Person permitted under this Agreement); PROVIDED, HOWEVER, that any cash expenditures constituting Capital Expenditures for such Capital Expenditure Period that are already included in the calculation of the total amount of Capital Expenditures for such Capital Expenditure Period for purposes of determining compliance with Section 8.11 hereof (without considering the Capital Expenditure Adjustment Amount) shall only be included once in such total amount, regardless of whether such Capital Expenditures arise in connection with a business acquisition. If the Company could properly include a Capital Expenditure within the general limitation under Section 8.11 hereof and/or under an available Capital Expenditure Adjustment Amount, the Company shall be entitled in its discretion to select the allocation of such Capital Expenditure. To the extent that amounts expended are included under clause (ii) of the foregoing definition, such amounts shall be deducted from the amount described in clause (i) on a chronological basis (i.e., the first such amount deducted will be the first of such amounts expended, and so on).

Capital Expenditure Adjustment Amount means an amount equal to (a) the amount of Target Capital Expenditures as of the Measurement Time, minus (b) the amount of Capex as of the Measurement Time; provided, that if the magnitude of the foregoing is less than $4,000,000 or if the resulting number is a negative number, then the Capital Expenditure Adjustment Amount shall be $0.

Capital Expenditure Adjustment Amount means an amount equal to (a) the Capital Expenditure Addback Amount, minus (b) the Required Capital Expenditure Amount. For the avoidance of doubt, the Capital Expenditure Adjustment Amount may be a positive or negative number.

Capital Expenditure Adjustment Amount means an amount, which may be positive or negative, equal to (A) the total amount of capital expenditures spent by the Company and the Entities on the projects set forth on Schedule 1.1(b) prior to the Execution Date less (B) Sellers’ Capital Budget Obligation.

Capital Expenditure Adjustment Amount means, with respect to each Specified Business, an amount equal to the Target

Capital Expenditure Adjustment Amount means the amount of those capital expenditures actually made or incurred by the Sellers prior to the Closing Date with respect to their fiscal year ending 2006 “green” season (x) which, with respect to such expenditures made prior to the date hereof, the amount of such expenditures have been set forth on Exhibit N hereto (which Exhibit may be amended only with the prior written consent of the Buyers) plus (y) with respect to such expenditures made or incurred after the date hereof, the Sellers have obtained the Buyers prior written consent.