Consideration Shortfall definition

Consideration Shortfall has the meaning set forth in Section 1.7.4.
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Consideration Shortfall means the absolute value of the difference between the Estimated PRIMOTOP Shares Subscription Amount and the PRIMOTOP Shares Subscription Amount, if negative;
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Consideration Shortfall has the meaning set forth in Section 1.7.4. “Construction Completion” has the meaning set forth in Section 8.3.4.
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Examples of Consideration Shortfall in a sentence

  • Vodafone shall pay the Estimated Equalisation Consideration Shortfall in cleared funds to the Liberty Global Account on the first Business Day following Completion in accordance with clause 29.

  • A joint written instruction setting forth the Aggregate Consideration Shortfall to be paid to Acquirer, and if applicable, any remaining amounts of the Adjustment Escrow Fund to be paid to the Converting Holders based on their Pro Rata Share, shall be prepared and signed by Acquirer and the Stockholders’ Agent and delivered to the Escrow Agent if requested by Acquirer.

  • The Adjustment Escrow Amount plus any interest or earning paid thereon in accordance with the Escrow Agreement (the “Adjustment Escrow Fund”) shall be available to compensate Parent for any Aggregate Consideration Shortfall under Section 1.6, and shall be held and distributed in accordance with Section 1.6 and the Escrow Agreement.

  • To the extent the Adjustment Consideration Shortfall is greater than the Adjustment Escrow Fund (the “Excess Adjustment Amount”), Acquirer shall recover such Excess Adjustment Amount first from the Indemnity Escrow Fund, and only to the extent the Indemnity Escrow Fund is insufficient, from the Converting Holders directly, based on their Pro Rata Share.

  • Consideration Shortfall owed to Buyer pursuant to Section 2.9(d); and (ii) any amounts payable by Seller to any Indemnitee under Article 8 of this Agreement.

  • Notwithstanding the foregoing, the Company Equityholders may elect (by written notice delivered to Tastemaker at least two days prior to the Closing Date) to reduce the Cash Consideration to which they would otherwise be entitled (after taking into account any Cash Consideration Shortfall), in which case the Stock Consideration will be increased by a number of shares of Parentco Common Stock equal, in the aggregate, to the quotient of such reduction in Cash Consideration divided by $10.10.

  • The Adjustment Escrow Fund shall be available to compensate Purchaser (on behalf of itself or any other Indemnified Person) for any Upfront Consideration Shortfall determined pursuant to Section 1.6. The Indemnity Escrow Fund shall be available to compensate Purchaser (on behalf of itself or any other Indemnified Person) for any Upfront Consideration Shortfall determined pursuant to Section 1.6 and Indemnifiable Damages pursuant to this Article IX.

  • A joint written instruction setting forth the Aggregate Consideration Shortfall to be paid to Parent and, if applicable, any remaining Adjustment Escrow Fund to the Indemnifying Parties, shall be prepared, signed by Parent and the Shareholders’ Agent and delivered to the Escrow Agent.

  • The Adjustment Escrow Amount plus any interest or earning paid thereon in accordance with the Escrow Agreement (the "Adjustment Escrow Fund") shall be available to compensate Acquirer for any Aggregate Consideration Shortfall under Section 1.6, and shall be held and distributed in accordance with Section 1.6 and the Escrow Agreement.

  • To the extent that the Aggregate Consideration Shortfall is greater than the Adjustment Escrow Fund (the “Excess Adjustment Amount”), Parent shall recover such Excess Adjustment Amount from the Indemnity Escrow Fund.


More Definitions of Consideration Shortfall

Consideration Shortfall has the meaning set forth in Section 2.2(a)(ii);
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Related to Consideration Shortfall

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Substitution Shortfall Amount As defined in Section 2.03(d).

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Working Capital Shortfall means the amount, if any, by which Working Capital is less than the Working Capital Target.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Cumulative Series Principal Shortfall means the sum of the Series Principal Shortfalls (as such term is defined in each of the related Series Supplements) for each Series in Group One.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Fair Share Shortfall means, with respect to a Contributing Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such Contributing Guarantor. “Adjusted Maximum Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty or a Related Guaranty, in each case determined in accordance with the provisions hereof and thereof; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Contributing Guarantor for purposes of this paragraph 2, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder or under any similar provision contained in a Related Guaranty shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty and the Related Guaranties (including, without limitation, in respect of this paragraph 2 or any similar provision contained in a Related Guaranty). The amounts payable as contributions hereunder and under similar provisions in the Related Guaranties shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this paragraph 2 or any similar provision contained in a Related Guaranty shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder or under a Related Guaranty. Each Contributing Guarantor under a Related Guaranty is a third party beneficiary to the contribution agreement set forth in this paragraph 2.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Principal Shortfalls shall have the meaning specified in Section 4.04.

  • Class B-1 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-1 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of Section 4.01(a).

  • Principal Payment Any payment of principal on a Mortgage Loan other than a Principal Prepayment.

  • Class B Interest Shortfall Amount Any of the Class B-1 Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount or Class B-6 Interest Shortfall Amount.

  • Class B Interest Shortfall shall have the meaning specified in subsection 4.02(b).

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • Class B-3 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-3 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of Section 4.01(a).

  • Class B-6 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-6 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of Section 4.01(a).

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Class B-4 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-4 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of Section 4.01(a).