Consideration Adjustment Amount definition

Consideration Adjustment Amount shall be an amount determined as follows:

Consideration Adjustment Amount is defined in Section 2.5(a).

Consideration Adjustment Amount means any amount (whether a positive or a negative number) equal to the sum of (a) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Net Working Capital and (ii) the Net Working Capital Target, (b) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Capital Expenditure Amount and (ii) the Capital Expenditure Target and (c) the Final Cash and Cash Equivalents.

Examples of Consideration Adjustment Amount in a sentence

• The term "Merger Consideration Adjustment Amount" shall have the meaning set forth in Section 2.12(c).

• If the Estimated Contribution Consideration Adjustment Amount is (i) a positive number, then the Cash Consideration to be distributed by Regency at Closing shall be increased by the amount of the Estimated Contribution Consideration Adjustment Amount or (ii) a negative number, then the Cash Consideration to be distributed by Regency at Closing shall be reduced by the absolute value of the Estimated Contribution Consideration Adjustment Amount.

• The term "Stock Purchase Consideration Adjustment Amount" shall have the meaning set forth in Section 2.5(a).

• All amounts to be paid by ETP to ETE pursuant to Section 2.6 shall be deemed to be adjustments to the Consideration Adjustment Amount.

• The Cash Merger Consideration plus the Estimated Merger Consideration Adjustment Amount, if positive, shall constitute the Cash Dollar amount to be paid by Buyer at the Closing (the “Closing Payment”).

• If the Company and Buyer resolve all disputed matters prior to the Closing Date, the Estimated Merger Consideration Adjustment Amount used for purposes of calculating the Closing Payment will be that mutually agreed upon amount.

• If the Estimated Merger Consideration Adjustment Amount is a negative number, the Equity Merger Consideration shall be decreased by an amount equal to the quotient of such shortfall divided by the Closing Date Common Unit Value.

• The Estimated Closing Date Balance Sheet, the Estimated Net Working Capital, the Estimated Reimbursable Capital Expenditures and the Estimated Merger Consideration Adjustment Amount (collectively, the “Estimated Closing Items”) shall be prepared on a basis consistent with the definitions of Current Assets and Current Liabilities and the methodology set forth on or used in the preparation of the Net Working Capital illustration attached as Exhibit 1.1(a).

• If Buyer and the Sellers agree on changes to the Company’s proposed Estimated Net Working Capital, the Company’s proposed Estimated Capital Expenditure Adjustment Amount, Estimated Aggregate Consideration Adjustment Amount or the Company’s calculation of the number of Transaction Units based on such discussions, then the number of Transaction Units to be issued at Closing shall be based on such changes.

• Any adjustments, additions or subtractions to the Merger Consideration Adjustment Amount shall be made without duplication.

More Definitions of Consideration Adjustment Amount

Consideration Adjustment Amount shall be an amount, if any, equal to (x) the amount, if any, by which the Company's Estimated Third Party Expenses exceed the Company's Cash Account, plus (y) the amount, if any, equal to the Bridge Loan Amount, plus (z) the amount, if any, owed by the Company to Imperial Bank pursuant to the Line of Credit dated May 8, 2000 between Imperial Bank and the Company.

Consideration Adjustment Amount means the sum of (i) 69.71% of the sum of the aggregate outstanding principal amount, as of the Closing Date, of the existing three million dollar ($3,000,000) bridge loan provided to NuTool by ASM on November 25, 2003, without regard to any repayment thereof directly or indirectly from the proceeds of any bridge funding from ASM, plus all accrued and unpaid interest thereon as of the Closing Date plus (ii) 75% of all Expenses incurred or paid by NuTool prior to the Closing.

Consideration Adjustment Amount means the amount of cash and cash equivalents (as defined under GAAP) held by the Company as of the Effective Time as indicated on the Closing Cash Statement less each of the following: (a) all Third Party Expenses and any amounts paid to the Purchaser Representative, as reflected in the Statement of Expenses and (b) the aggregate Severance Payments and Obligations as reflected in the Statement of Expenses delivered pursuant to Section 5.5.

Consideration Adjustment Amount has the meaning specified in Section 2.19(d)(ii).

Consideration Adjustment Amount means any amount (whether a positive or a negative number) equal to the sum of (a) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Net Working Capital and (ii) the Net Working Capital Target, (b) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Capital Expenditure Amount and (ii) the Capital Expenditure Target and