Company Adjustment Amount definition

Company Adjustment Amount means an amount equal to the Net Cash Proceeds from the sale to a Third Party of the Company Korean Theatre Assets minus the Company Korean Theatre Assets Amount; provided, however, that in the event that the Net Cash Proceeds from a sale to a Third Party of the Company Korean Theatre Assets are equal to or greater than 90% of the Company Adjustment Cap Amount, the Company Adjustment Amount shall be deemed to be an amount equal to the Company Adjustment Cap Amount minus the Company Korean Theatre Assets Amount; provided, further, that if the sale of the Company Theatre Assets to a Third Party has not been consummated by the Closing Date or the Net Cash Proceeds relating thereto have not been received by the Closing Date, then the Company Adjustment Amount shall be equal to zero.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Company Adjustment Amount means the sum of (i) 0.50 plus (ii) the Company Adjustment Factor minus (iii) the Parent Adjustment Factor.

Company Adjustment Amount shall equal (A) if (i) the Common Share Percentage multiplied by (ii) the Final Net Working Capital Adjustment is less than (x) the Common Share Percentage multiplied by (y) the Initial Net Working Capital Adjustment, the amount of such shortfall, and (B) if the Final Net Working Capital Adjustment exceeds or equals the Initial Net Working Capital Adjustment, zero. The Initial Shareholder Escrow Release as determined pursuant to this paragraph (e) shall be used to calculate the Initial Escrow Payment. The Company Adjustment Amount as determined pursuant to this paragraph (e) shall be used to calculate the Company Adjustment Payment. Promptly upon the final determination of the Net Working Capital as of the Closing Date in accordance with paragraph (d) above, (i) the Parent, the Surviving Corporation and the Payee Representatives agree to execute and deliver to the Escrow Agent written disbursement instructions authorizing the Escrow Agent to make promptly (x) the Initial Escrow Payments, if any, to the Payees and (y) the Initial Company Escrow Release, if any, to the Surviving Corporation, in accordance with the terms of the Escrow Agreement and (ii) the Surviving Corporation shall promptly pay the Company Adjustment Payments (if any) to the Payees. The Initial Company Escrow Release, if any, shall be paid by the Escrow Agent from the Escrow Adjustment Amount and, to the extent that the Escrow Adjustment Amount is not sufficient to pay the Initial Company Escrow Release, from the Escrow Indemnification Amount.

Examples of Company Adjustment Amount in a sentence

• The Preliminary Closing Statement shall set forth the Buyer’s good faith calculation of the actual Company Closing Cash, Company Closing Indebtedness, Company Net Working Capital and Company Transaction Expenses, the Company Specified Addback and the Buyer’s calculation of the corresponding Company Adjustment Amount.

• Not less than five (5) business days prior to the Closing Date, the Company shall deliver to the Purchaser a balance sheet for the Company as of June 30, 1998 (the "PRE-CLOSING BALANCE SHEET"), together with a calculation of the estimated Company Adjustment Amount determined based upon the Pre-Closing Balance Sheet.

• The "Company Adjustment Amount" shall equal (A) if (i) the Common Share Percentage multiplied by (ii) the Final Net Working Capital Adjustment is less than (x) the Common Share Percentage multiplied by (y) the Initial Net Working Capital Adjustment, the amount of such shortfall, and (B) if the Final Net Working Capital Adjustment exceeds or equals the Initial Net Working Capital Adjustment, zero.

• Any positive difference between the Broker Commission Amount and the Parent Adjustment Amount (as defined below) shall be deemed a Company Adjustment Amount.

• If the Seller does not provide an Objection Notice to the Company within such thirty (30) days after receipt of the Closing Balance Sheet and the Company's Computation, the Seller will be deemed to have accepted and agreed to the Company's Computation as the Company Adjustment Amount.

More Definitions of Company Adjustment Amount

Company Adjustment Amount. The Shareholders shall be entitled to receive cash in the amount of the Company Adjustment Amount, if any, from Parent. In the event of a Company Adjustment Amount, Parent shall deliver such amount to the Shareholders’ Representative within five (5) Business Days following such determination and the Shareholders’ Representative shall make disbursement to the Shareholders promptly thereafter.

Company Adjustment Amount shall have the meaning set forth in SECTION 2.4(a).

Company Adjustment Amount shall have the meaning set forth in Section 2.11(e).

Company Adjustment Amount means the positive or negative number that is equal to (a) the Company Net Working Capital Difference, minus (b) Company Closing Indebtedness, plus (c) Company Closing Cash, minus (d) Company Transaction Expenses, all determined in accordance with the Accounting Principles, plus (e) the Company Specified Addback.

Company Adjustment Amount is defined in Section 3.03(g)(ii).

Company Adjustment Amount means the sum of (a) the excess, if any, of the Final Working Capital Adjustment Amount over the Estimated Working Capital Adjustment Amount, (b) the excess, if any, of the Estimated Assumed Indebtedness Amount over the Final Assumed Indebtedness Amount, (c) the excess, if any, of the Final Closing Cash Amount over the Estimated Closing Cash Amount, and (d) the excess, if any, of the Estimated Closing Company Expenses over the Final Closing Company Expenses.

Company Adjustment Amount has the meaning given thereto in Section 3.05(e).