Company Adjustment Payment definition

Company Adjustment Payment has the meaning set forth in the Securities Purchase Agreement.
Company Adjustment Payment means (a) the Company Adjustment Amount divided by (b) the number of As-Converted Common Shares outstanding and not owned by the Parent, the Purchaser, or the Company immediately prior to the Effective Time.
Company Adjustment Payment shall have the meaning specified in -------------------------- Section 2.5(a). --------------

Examples of Company Adjustment Payment in a sentence

  • The Company Adjustment Amount as determined pursuant to this paragraph (e) shall be used to calculate the Company Adjustment Payment.

  • Notwithstanding the foregoing, in the event that the Company Adjustment Payment exceeds $20,000,000, the Company shall promptly (but in any event within five Business Days) deliver to Purchaser in the manner described above, $10,000,000 in immediately available funds and the Parties shall consult with each other as to the treatment of the amount in excess of $20,000,000.

  • Any amount paid to the Company by FMC pursuant to Section 1.8(c)(ii) of the Securities Purchase Agreement because the Holdback Amount exceeds the Company Adjustment Payment shall be an additional Capital Contribution from FMC for the 5.45 Class A-1 Units and shall increase the Class A-1 Liquidation Preference by the dollar amount paid.

  • Any amount paid by the Company to FMC pursuant to Section 1.8(c)(i) of the Securities Purchase Agreement because the Company Adjustment Payment exceeds the Holdback Amount shall be a distribution to FMC and shall decrease the Class A-1 Liquidation Preference by the dollar amount distributed to FMC.


More Definitions of Company Adjustment Payment

Company Adjustment Payment shall have the meaning set forth in Section 1.8(c) hereof.

Related to Company Adjustment Payment

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.

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

  • 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.

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

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

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

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

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

  • 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.

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

  • 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;

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • 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.

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