Cash Consideration Adjustment definition

Cash Consideration Adjustment means:
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Cash Consideration Adjustment as defined in Section 2.5(a).
Sample 1
Cash Consideration Adjustment means the dollar amount equal to (A) the sum of (x) the total principal and accrued interest as of the date of this Agreement under the Indebtedness set forth on Section 1.4(b)(i)(A)(x) of the Company Disclosure Schedule (the “Cash Adjustment Debt”), plus (y) the total principal and accrued interest as of the date of this Agreement under the Indebtedness set forth on Section 1.4(b)(i)(A)(y) of the Company Disclosure Schedule (the “Total Consideration Adjustment Debt”), multiplied by the percentage equal to 4.0 divided by 31.8 (the “Cash Percentage”), plus (z) the Estimated Net Debt multiplied by the Cash Percentage, minus (B) the sum of (x) all cash the Company in good faith represents was in the Company’s and its subsidiaries’ bank accounts as of June 30, 2019, (y) any Cash received after June 30, 2019 and before the date of this Agreement from the exercise of Company options and (z) the amount of the Russian Factory Share Payment, less with all elements of the foregoing converted into U.S. dollars based on the rates quoted by Bloomberg on August 5, 2019, which sum the parties agree equals $1,254,346.
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Examples of Cash Consideration Adjustment in a sentence

  • The amount of cash to be paid at the Closing (the “Estimated Cash Consideration Adjustment Amount”) shall be equal to the Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if any, plus (B) the Estimated Closing Date Working Capital Excess, if any, and plus (C) the Estimated Net Cash.

  • The Final Closing Working Capital, Final Closing Indebtedness, the Final Retained Cash and the Final Cash Consideration Adjustment set forth in Section 1.8, if any, shall be set forth in U.S. dollars after any applicable portion thereof denominated in a currency other than U.S. dollars has been converted to U.S. dollars at the foreign exchange reference rate with respect to such currency published in the Wall Street Journal on the Closing Date.

  • Section 2.08(c) Cash Consideration Adjustment......................

  • The Closing Working Capital Schedule shall set forth the Buyer Group's calculations at and as of January 31, 1999 of the Net Working Capital and the Series A Cash Consideration Adjustment , as such terms are defined in subsection (e) of this Section 2.3. On January 29, 1999, Company has conducted its standard month end physical inventory in accordance with the past practices of the Company (the "Inventory").

  • The adjusted amount or cash consideration amount is referred to as the “Aggregate Cash Consideration Adjustment.” The Per Share Cash Consideration or the Increased Per Share Cash Consideration, as the case may be, shall be reduced by an amount equal to the quotient of (i) the Aggregate Cash Consideration Adjustment, divided by (ii) the number of HCBI Shares outstanding on the Closing Date (the “Adjusted Per Share Cash Consideration”).

  • The sole remedy for any Title Defect shall be the right of offset, in the form of a Cash Consideration Adjustment or a reduction in the number of Preferred Shares to be delivered hereunder, pursuant to Article IX below; provided, however, that no adjustment shall be made to the number of Preferred Shares to be delivered hereunder unless and until the Cash Consideration has previously been exhausted by virtue of adjustment.

  • Acquisition II or La/Cal XX xxxll, as soon as practicable after discovery, but no later than forty-five (45) days after the execution of this Agreement, give the other Party or its representative written notice of any Title Defects or Other Defects which it believes to exist, ascribing a value thereto and proposing the Cash Consideration Adjustment to be made.

  • On the tenth business day following the final determination of the Cash Consideration Adjustment, if the total Cash Consideration should be greater than $3,000,000 in accordance with Section 2.5 as determined by the Accountants, Buyer will pay the difference to Shareholders, and if the total Cash Consideration should be less than $3,000,000 in accordance with Section 2.5 as determined by the Accountants, Shareholders will pay the difference to Buyer.

  • If, within thirty (30) days following delivery of the June 14, 1998 Balance Sheet, Shareholders have not given Buyer notice of any objection to the June 14, 1998 Balance Sheet, then the Stockholders' Equity and cash on hand reflected in the June 14, 1998 Balance Sheet will be used in computing the Cash Consideration Adjustment, if any.

  • The Cash Consideration Payable hereunder shall be reduced by the amount (the "Cash Consideration Adjustment") by which the value of the shareholders' equity as set forth on the Closing Trial Balance Sheet is less than $2,350,000.


More Definitions of Cash Consideration Adjustment

Cash Consideration Adjustment has the meaning set out in Clause 3.4 (Cash Consideration Adjustment).
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Cash Consideration Adjustment shall have the meaning set forth in Section 2.2(a).
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Related to Cash Consideration Adjustment

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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;

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

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

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

  • 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.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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