Cash Balance Adjustment definition

Cash Balance Adjustment shall be either (x) 1.00 if all Income Funds are Participating Income Funds, or (y) a percentage, expressed as a decimal, determined by dividing the aggregate Merger Consideration payable to the Participating Income Funds pursuant to the respective Income Fund Merger Agreements by the aggregate Merger Consideration payable to all Income Funds pursuant to their respective Income Fund Merger Agreements (and assuming for purposes of calculating the Cash Balance Adjustment, that all Income Fund Mergers are consummated).
Sample 1Sample 2Sample 3
Cash Balance Adjustment means the Cash Balance, as finally determined pursuant to Section 1.3(b), reduced by the Estimated Cash Balance. If the Cash Balance exceeds the Estimated Cash Balance, then the Cash Balance Adjustment is a positive number equal to such excess. If the Estimated Cash Balance exceeds the Cash Balance, then the Cash Balance Adjustment is a negative number equal to such excess.
Sample 1
Cash Balance Adjustment shall be calculated as follows: (i) in the event the Parent Minimum Cash Balance is less than the amount required under Section 5.15(a) (and such deficiency is greater in amount than the deficiency in the Company Minimum Cash Balance), such deficiency minus any deficiency in the Company Minimum Cash Balance shall be divided by the Parent Common Stock Price and shall be deemed to be the Cash Balance Adjustment and the resulting shares of Parent Common Stock shall be added to the Total Merger Consideration; (ii) in the event the Company Minimum Cash Balance is less than the amount required under Section 5.15(b) (and such deficiency is greater in amount than the deficiency in the Parent Minimum Cash Balance), such deficiency minus any deficiency in the Parent Minimum Cash Balance shall be divided by the Parent Common Stock Price and shall be deemed to be the Cash Balance Adjustment and the resulting shares of Parent Common Stock shall be subtracted from the Total Merger Consideration; and (iii) in the event the Parent Minimum Cash exceeds the amount required under Section 5.15(a) and the Company Minimum Cash Balance exceeds the amount required under Section 5.15(b), the Cash Balance Adjustment shall be deemed to be zero and no adjustment shall be made to the Total Merger Consideration.
Sample 1

Examples of Cash Balance Adjustment in a sentence

  • In the event of a Cash Balance Adjustment and/or a Working Capital Adjustment to the Initial Merger Consideration, the Series A Merger Consideration, the Series B Merger Consideration, the Series C Merger Consideration and the Common Merger Consideration shall each be adjusted based on the proportion that the Initial Merger Consideration to be paid to each such series or class bears to the total Initial Merger Consideration, prior to adjustment.

  • Within five Business Days after the calculation of the Closing Cash Balance becomes binding and conclusive, if the Cash Balance Adjustment Amount is positive, Parent shall pay Seller the lesser of $150,000 and the Cash Balance Adjustment Amount via wire transfer of immediately available funds to the bank account designated by Seller.

  • Within ninety (90) days following the Closing Date (“Closing Cash Balance Adjustment Period”), Buyer shall provide to the Seller Representative a statement setting forth in reasonable detail Buyer’s calculation of the Closing Cash Balance (the “Draft Closing Cash Balance Statement”).

  • The Preliminary Closing Balance Sheet shall serve as the basis for the calculation of the Preliminary Net Working Capital Adjustment and the Preliminary Cash Balance Adjustment for purposes of calculating the Total Series A-1 Consideration and Total Series A-2 Consideration to be paid to NVP and the holders of Company Common Shares pursuant to this Agreement and the Offer.

  • The Purchase Price shall be adjusted by ----------------------- adding or subtracting the "Cash Balance Adjustment" (defined below).

  • Such Preliminary Closing Balance Sheet, Preliminary Net Working Capital Adjustment calculation and Preliminary Cash Balance Adjustment calculation shall be certified by the Chief Executive Officer and Chief Financial Officer (or, if none, its principal accounting officer) of the Company as having been prepared in accordance with the foregoing principles.

  • The Company shall consider in good faith any comments and proposed changes to the Preliminary Closing Balance Sheet and to the calculation of the Preliminary Net Working Capital Adjustment and Preliminary Cash Balance Adjustment that may be suggested by Purchaser in the period following delivery thereof but prior to the Closing.

  • The Preliminary Net Working Capital Adjustment and the Preliminary Cash Balance Adjustment shall be subject to further adjustment following the Closing in accordance with the procedures set forth in this Section 1.2.


More Definitions of Cash Balance Adjustment

Cash Balance Adjustment means an adjustment reducing or increasing the Purchase Price in an amount equal to $1.00 multiplied by Section 3.8(a) minus -------------- Section 3.8(b) below: --------------
Sample 1

Related to Cash Balance Adjustment

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Cash Balances means cash in hand or credited to any account with a financial institution and securities which are readily convertible into cash;

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Adjusted Value as used in subdivision (d) means:

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.