Consideration Adjustment Amount definition

Consideration Adjustment Amount shall be an amount determined as follows: (i) The Consideration Adjustment Amount shall be increased by 49.9% of the amount (if any) by which the Net Working Capital of the Company as of the Closing Date (“Closing Date Net Working Capital”) exceeds negative $83,161,000 (the “Net Working Capital Threshold”);
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Consideration Adjustment Amount is defined in Section 2.5(a).
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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.
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Examples of Consideration Adjustment Amount in a sentence

  • The Partnership and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute within thirty (30) days after the date on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties.

  • In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate.

  • The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.

  • The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items.

  • If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items.

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

  • The sum of the amounts in clauses (A) and (B) is defined as the "Aggregate Consideration Adjustment Amount".

  • Any items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection within the Objection Period will be deemed to have been agreed upon by the Parties.

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


More Definitions of Consideration Adjustment Amount

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

  • Substitution Adjustment Amount As defined in Section 2.03.

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

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Inflation adjustment means that term as defined in the master settlement agreement.

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

  • 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;

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

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

  • Tax Adjustment has the meaning set forth in Section 4.7.

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

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

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

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

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

  • 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.

  • 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.

  • 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.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Spread Adjustment means 100 basis points.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.