Consideration Adjustment has the meaning specified in Section 2.4(d).

Consideration Adjustment has the meaning given in Clause 7.2;

Consideration Adjustment means an adjustment to each of the Cash Consideration and the Option Consideration if, and only if, the Company Closing Common Equity is less than the Minimum Common Equity, whereby each of the Cash Consideration and the Option Consideration shall be reduced by (i) the excess of the Minimum Common Equity over the Company Closing Common Equity, divided by (ii) the Diluted Common Shares Outstanding. It is expressly understood and agreed that in implementing the Consideration Adjustment, if any, the amount of consideration to be delivered shall be reduced on a per share basis so as to give effect to the aggregate adjustments contemplated hereby. In the event of a Consideration Adjustment, reasonably in advance of the Effective Time, the Purchaser shall prepare a “Consideration Adjustment Schedule” which shall illustrate the calculations of the adjusted Cash Consideration and adjusted Option Consideration after giving effect to the Consideration Adjustment, and such schedule shall be subject to the Company’s agreement, not to be unreasonably withheld.

Examples of Consideration Adjustment in a sentence

Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section, and no adjustment pursuant to Section 2(a) will result in a further adjustment to this Warrant under this Section so long as any Consideration Adjustment of any Options constitutes “consideration” for the purposes of the adjustment provided in Section 2(a).
The independent accounting firm shall make its determination of the Merger Consideration Adjustment, if any, within thirty (30) days of its selection.
If the disclosed item(s) represents a breach by the Contributor and the Operating Partnership determines in good faith that the disclosed item(s) contained in any such notice represents an impairment in the value of the Property in excess of the Maximum Per Property Total Consideration Adjustment, then the Operating Partnership may elect, in its sole discretion, to terminate this Agreement and, if such election is made, shall receive a full return of the Xxxxxxx Money.
The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market.
The term "Proposed Merger Consideration Adjustment" shall have the meaning set forth in Section 2.11(b).

More Definitions of Consideration Adjustment

Consideration Adjustment means the following adjustment to the Aggregate Merger Consideration: if, and only if, the Company Closing Common Equity is less than the Minimum Common Equity, then the Aggregate Merger Consideration shall be reduced by deducting the absolute value of the difference between the Company Closing Common Equity and the Minimum Common Equity from the aggregate Cash Consideration. It is expressly understood and agreed that in implementing the Consideration Adjustment, if any, the amount of consideration to be delivered shall be reduced on a per share basis so as to give effect to the aggregate adjustments contemplated hereby. In the event of a Consideration Adjustment, reasonably in advance of the Effective Time, the Purchaser shall prepare a “Consideration Adjustment Schedule” which shall illustrate the calculations of the Aggregate Merger Consideration after giving effect to the Consideration Adjustment, and such schedule shall be subject to the Company’s agreement, not to be unreasonably withheld.

Consideration Adjustment. Section 2.01(e) "Consultants" -- Section 3.19(a) "Continuing Employees" -- Section 6.02(a) "Contracts" -- Section 3.24 "Costs" -- Section 6.05 "CRA" -- Section 3.28 "Directors" -- Section 3.19(a) "DOL" -- Section 3.19(c) "Effective Time" -- Section 1.02 "Election Deadline" -- Section 2.02(c) "Election Form" -- Section 2.02(b) "Employees" -- Section 3.20(a) "Environmental Law" -- Section 3.25 "ERISA" -- Section 3.20(a) "ERISA Affiliate" -- Section 3.20(c) "ERISA Affiliate Plan" -- Section 3.20(c) "Exchange" -- Preamble "Exchange Act" -- Section 3.07 "Exchange Agent" -- Section 2.02(a) "Exchange Balance Sheet Date" -- Section 3.08 "Exchange Bank" -- Section 3.01(b) "Exchange Bank Real Estate Collateral" -- Section 3.25 "Exchange Certificate" -- Section 2.02(b) "Exchange Disclosure Schedule" -- Article Three "Exchange Dissenting Share" -- Section 2.03 "Exchange Filed SEC Documents" -- Section 3.08 "Exchange Financial Statements" -- Section 3.06 "Exchange Fund" -- Section 2.02(f)

Consideration Adjustment means the sum of all Monthly Exploitation Results as from the Economic Date to Closing Date.

Consideration Adjustment has the meaning given in clause 3.4. control the power to direct the affairs of any person, directly or indirectly, by reason of ownership of voting shares, by contract or otherwise and “controlled” and “controlling” shall be construed accordingly. Core Business all of the businesses carried on by the NTL Group at Completion other than the Irish Cable Business. Core Group the NTL Group other than the Target Group. Data Room Documents the documentation relating to the Irish Cable Business (including, for the avoidance of doubt, the Business Plan), the Target Group Companies, the Additional Assets and, insofar as such information relates to the separation of the Irish Cable Business from the Core Business, the Core Group which was made available to the Buyer as listed in an index in the approved terms.

Consideration Adjustment means the sum of: (i) the Final Dividend Adjustment; (ii) the Final Interest-Bearing Debt Adjustment; and (iii) the Final Pre-Closing Earnings Adjustment.

Consideration Adjustment shall equal the product obtained by multiplying $6,550,000 (the "Consideration Amount") by the fraction of which the numerator is the difference between the Parent's Threshold Price and the Closing Price and the denominator is the Parent's Threshold Price. The "Closing Price" shall mean the average closing sale price in dollars of one share of Parent's common stock as reported on the Nasdaq National Market for the five most recent trading days leading up to the day before the Closing Date. "Parent's Threshold Price" is $4.50 per share of common stock.