Consideration Adjustment definition
Consideration Adjustment has the meaning specified in Section 2.4(d).
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 has the meaning given in Clause 7.2;
Examples of Consideration Adjustment in a sentence
Any portion of the Consideration Adjustment Escrow Amount that remains unclaimed by the Shareholders for one (1) year after the final determination of the Consideration Adjustment in accordance with Section 1.13 shall be paid to the Surviving Corporation.
More Definitions of Consideration Adjustment
Consideration Adjustment means Class A-1 Common Units representing nine percent (9%) of the Equity Consideration (including any additional Class A-1 Common Units issued pursuant to Section 2.10(a)); (y) “Liquidity Event” means (i) a Sale of the Company (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) in which the aggregate proceeds (taking into account any escrows, holdback releases, earnouts and similar payments) to the Transferor or its Affiliates is less than the Base Platform Purchase Price or (ii) an Initial Public Offering (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) in which the aggregate proceeds (including marketable securities) to the Transferor or its Affiliates is less than the Base Platform Purchase Price; and (z) “Dividend” means the payment of any dividend or other distribution to the Members (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) of the Company (other than Tax Distributions (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) made in the ordinary course of business consistent with past practice). For U.S. federal (and applicable state and local) income Tax purposes, the Parties intend that the Consideration Adjustment (including any adjustment thereto pursuant to this Section 2.10(b)) shall constitute an adjustment to the Equity Consideration, and the Parties shall take such positions on their Tax Returns to the maximum extent permitted by Law. If, between the Closing and the Measurement Date, the outstanding equity interests of the Transferee shall have been increased, decreased, changed into or exchanged for a different number or kind of equity interests or securities solely as a result of a reorganization, recapitalization, reclassification, split or other similar change in capitalization, a proportionate adjustment shall be made to the Consideration Adjustment to give Transferor and the other Transferring Entities the same economic effect as contemplated by this Agreement prior to such event; provided that nothing contained in this sentence shall be construed to permit the Transferee to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement.
Consideration Adjustment shall have the meaning ascribed to it in Section 2.2.
Consideration Adjustment means, subject to final determination based on the Final Closing Balance Sheet, the dollar amount derived by subtracting the Closing Date Net Working Capital from $1,600,000.
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.
Consideration Adjustment means an amount equal to (i) Closing Cash and Cash Equivalents, minus (ii) Closing Indebtedness, and minus (iii) Company Expenses.
Consideration Adjustment means the following adjustment to the Aggregate Cash Consideration and Aggregate Stock Consideration: If the Aggregate Common Stock Cash Consideration would, in the absence of a Consideration Adjustment, be less than zero, then the Aggregate Stock Consideration shall be decreased by the number of shares of Parent Common Stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing the absolute value of the difference between the Aggregate Common Stock Cash Consideration (without giving effect to any Consideration Adjustment) and zero by the Parent Stock Price and the Aggregate Cash Consideration shall be increased by the product of the number of shares of Parent Common Stock by which the Aggregate Stock Consideration is decreased in accordance with the preceding clause (a) and the Parent Stock Price.
Consideration Adjustment shall have the meaning set forth in Section 3.3(a) hereof.