Company Adjustment definition

Company Adjustment means any adjustment by the Service or any other taxing authority of income, gain, deduction, loss, credit or other allowance (i) that causes any item of net income of the Company that was taken into account and reported by the Company on its Forms 1120S for federal income tax purposes for the 1995 tax year or its 1996 S Short Year to be included in taxable income in a Post-Closing Date Period and not to be included in taxable income in a Pre-Closing Date period or that causes any deduction, loss, credit or other allowance of the Company, which deduction, credit or other allowance has the effect of reducing taxable income that was taken into account and reported by the Company on its Form 1120 for federal income tax purposes in a Post-Closing Date Period, to be taken into account in a Pre-Closing Date Period and not to be taken into account in a Post-Closing Date Period, and/or (ii) which results in Taxes and/or Additional Amounts in respect thereof being imposed on Company as a
Sample 1
Company Adjustment means any adjustment by the Service or any other taxing authority of income, gain, deduction, loss, credit or other allowance (i) that causes any item of net income of the Company that was taken into account and reported by the Company on its Forms 1120S for federal income tax purposes for the 1997 S Short Year or any other tax year in the Pre-Closing Date Period, as the case may be, to be included in taxable income in a Post-Closing Date Period and not to be included in taxable income in a Pre-Closing Date period, (ii) that causes any deduction, loss, credit or other allowance of the Company, which deduction, credit or other allowance has the effect of reducing taxable income that was taken into account and reported by the Company on its Form 1120 for federal income tax purposes in a Post-Closing Date Period, to be taken into account in a Pre-Closing Date Period and not to be taken into account in a Post-Closing Date Period, and/or (iii) which results in Taxes and/or Additional Amounts in respect thereof being imposed on Company as a result of the Company not qualifying as an S corporation for any Pre-Closing Date Period.
Sample 1
Company Adjustment means, with respect to a Seller Indemnified Tax Period, a final resolution of any change to the taxable income or net operating loss of the Company or any of the Company Subsidiaries that results in a change or adjustment to the Company Stand- Alone Income or Company Stand-Alone Loss, as applicable, for any Seller Indemnified Tax Period as a result of (a) the filing of any amended Seller Consolidated Return pursuant to Section 6.19, (b) a final “determination” as defined in Section 1313(a) of the Code (or similar provision under applicable state or local Law), (c) entry into any closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code (or similar provision under applicable state or local Law), (d) a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and non-appealable or (e) any other final disposition of any liability for any Tax, including by reason of the expiration of the applicable statute of limitations or the execution of any pre-filing agreement with the IRS or other Taxing Authority. “Company Benefit Plans” shall have the meaning given to it in Section 4.10(a). “Company Disclosure Letter” shall have the meaning given to it in Article IV. “Company Employees” shall have the meaning given to it in Section 6.7(a). “Company Material Adverse Effect” means any event, occurrence, development, circumstance, change or effect that, individually or in the aggregate, has or would be reasonably be expected to have a material adverse effect on (x) the businesses, assets, properties, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole, or (y) the ability of MIC, Seller or the Company to perform their respective obligations under this Agreement or consummate the transactions contemplated hereby, except, for purposes of clause (x) only, to the extent that such change or effect results from or relates to any of the following: (a) changes in economic or political conditions or the financing, banking, credit, currency, commodity or capital markets in general (including changes in commodity prices or demand (including hydrocarbons), fuel supply or transportation markets, interest or exchange rates or stock market fluctuations); (b) changes in Laws or accounting requirements or principles (including GAAP); (c) changes in operating, business, regulatory or other conditions or events affecting the industries or markets ...
Sample 1

Examples of Company Adjustment in a sentence

  • Specific Company Adjustment (“RPu”) RPu for unsystematic risk attributable to the specific company is designed to account for additional risk factors specific to the Target Company.

  • The number of shares subject to each Company Stock Option will be determined by multiplying the number of shares subject to each Parent Stock Option by a number equal to (a) the closing price of a share of Parent common stock on the New York Stock Exchange on the Record Date, divided by (b) the opening price of a share of Company common stock on the New York Stock Exchange on the day following the Distribution Date (the "Company Adjustment Ratio").

  • As soon as practicable after the Distribution Date, Parent Performance Shares held by the Stock Incentive Employees shall be forfeited, and Company shall issue Company Performance Shares under the Company Stock Incentive Plan to replace such Parent Performance Shares in an amount equal to the result of multiplying the Parent Performance Shares by the Company Adjustment Ratio.

  • The price of each Company Stock Option will be determined by dividing the option price of each Parent Stock Option by the Company Adjustment Ratio.

  • General DescriptionThis document describes the plan for administering Arizona Public Service Company’s (APS or the Company) Adjustment Schedule REAC-1, Renewable Energy Standard (Schedule REAC-1).

  • If resolution 1 is not passed, the issue of Shares in lieu of interest payable on the convertible notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

  • After allowing for dividends and capital returns ($362,500) paid by the Company (Adjustment Amounts), the balance of the ESP Loan principal ($1,316,000) and accrued interest at 6.45% pa ($336,164) to 31 December 2017 was $1,652,164.

  • The customer shall retain for six months the data used in calculating each PIU declaration it gives to the Telephone Company Adjustment factors may be applied in the calculation of PIUs only if the factor has been objectively determined based on statistically reliable, California specific data.

  • Specific Company Adjustment (‘‘RPu’’) RPu for unsystematic risk attributable to the specific company is designed to account for additional risk factors specific to this valuation.

  • Percent of Shares PlacedAdditional Private Company Adjustment( Adjustment for the fact that private equity is more illiquid than the typical block of restricted stock in a public company.


More Definitions of Company Adjustment

Company Adjustment means (without duplication) (A) the sum of (i) the Closing Cash and (ii) the Closing Working Capital minus (B) the sum of (i) the Closing Indebtedness and (ii) the Change in Control Payments, in each case as set forth on the Company Closing Statement with such changes thereto as are agreed before the Closing by the Company and Parent in accordance with Section 2.8(a).
Sample 1

Related to Company Adjustment

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

  • 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.

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

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

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

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • 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).

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

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

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

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • 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.

  • 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;

  • 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.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

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

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;