Debt Adjustment Amount definition

Debt Adjustment Amount shall have the meaning set forth in Section 2.8(c)(iii).
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Debt Adjustment Amount means any incremental change in the outstanding principal amount, the accrued and unpaid interest and/or the contractual prepayment amount (if any) with respect to Existing Indebtedness, which change results from a modification to the terms of such Existing Indebtedness (or replacement Indebtedness) between the Effective Date and the date of the IPO Closing. For the avoidance of doubt, any increase in the outstanding principal amount, accrued and unpaid interest or prepayment amount shall be reflected as a positive number and any decrease in the outstanding principal amount, accrued and unpaid interest or prepayment amount shall be reflected as a negative number.
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Debt Adjustment Amount has the meaning set forth in (and shall be calculated in accordance with) the Merger Agreement.
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Examples of Debt Adjustment Amount in a sentence

  • If the Working Capital Adjustment Amount minus the Company Debt Adjustment Amount is a positive number, Buyer shall pay or cause the Company to pay to the CSE Holders their respective Proportionate Interests in the entire amount of such difference, and the Working Capital Escrow Agent shall release to the CSE Holders their respective Proportionate Interests in all amounts held in the Working Capital Escrow Account.

  • The “ Company Debt Adjustment Amount ,” which may be positive or negative, shall equal Actual Company Debt minus Estimated Company Net Debt.

  • Shareholders should note that any increase in the number of issued Shares will have the effect of diluting the percentage shareholding of the existing Shareholders.

  • The Act does not require An Bord Pleanála to provide an opinion on whether the project comprises strategic infrastructure or not.

  • The Closing Date Working Capital will include all current assets and current liabilities of the Companies and the Subsidiaries, including those items set forth on Exhibit C, but exclude items considered within the Debt Adjustment Amount pursuant to Section 1.2 or Section 1.4(c) and LIFO reserves.

  • To outsiders this appears expensive and inefficient: insiders protest that they are doing the best they can with the mechanism they have been given.

  • On the same day, the Company entered into a shareholders’ agreement with LF Logistics and the Investor in respect of LF Logistics, pursuant to which the Investor is granted certain governance and exit rights.The Initial Consideration of US$300 million was paid in cash by the Investor to LF Logistics, subject to adjustment for the Net Debt Adjustment Amount payable on the Post-Completion Payment Date.

  • During the same 60-day period, the Shareholders’ Representative shall review any objections raised by Lincoln Electric with respect to the preliminary Debt Adjustment Amount.

  • Include colons, semi-colons, and commas, as necessary. “Estimated Adjustment Amount” means an amount (which amount might be a negative number) equal to: (a) the sum of the Estimated NWC Adjustment Amount, the Estimated Cash Adjustment Amount, and the Estimated Debt Adjustment Amount; minus (b) the Estimated Transaction Expenses.

  • With respect to any disputed amounts pertaining to either the Closing Date Working Capital or Debt Adjustment Amount, the Shareholders’ Representative and Lincoln Electric shall negotiate in good faith during the 30- day period (the “Resolution Period”) after the date of Lincoln Electric’s receipt of the notice referred to in the preceding two sentences to resolve any such disputes.


More Definitions of Debt Adjustment Amount

Debt Adjustment Amount means that amount by which the Debt is greater or less than the Estimated Debt and which, if the Debt is greater than the Estimated Debt, shall be expressed as a negative number and, if less than the Estimated Debt, shall be expressed as a positive number;
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Debt Adjustment Amount means the sum of (i) the aggregate principal amount and accrued interest of all Indebtedness of the Conveyed Companies outstanding at the Closing and (ii) the Identified Pension Adjustment Amount.
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Debt Adjustment Amount means the aggregate amount of the following, without duplication, as of 11:59 p.m. EST on the Closing Date, as set forth in the Projected Closing Statement prepared and delivered pursuant to Section 1.2(c): (i) all indebtedness of the Companies and the Subsidiaries for borrowed money, including any interest accrued thereon; (ii) all indebtedness of the Companies and the Subsidiaries for the deferred purchase price of property or services, including any interest accrued thereon (except any trade payable in the Ordinary Course of Business that is a current account payable, i.e., not overdue under applicable vendor terms); (iii) all face amounts of any outstanding letters of credit issued by/or on behalf of any of the Companies or the Subsidiaries; (iv) all obligations of any of the Companies and the Subsidiaries arising under acceptance facilities; (v) all guaranties, endorsements and other contingent obligations of any of the Companies and the Subsidiaries to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vi) all obligations of the Companies and the Subsidiaries under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (vii) all obligations of the Companies and the Subsidiaries secured by any encumbrance on property; (viii) all obligations of the Companies and the Subsidiaries as lessee under any lease which has been or should be capitalized in accordance with generally accepted accounting principles in the United States (“GAAP”); (ix) all negative cash positions of the Companies or the Subsidiaries; (x) any unpaid transaction expenses of Shareholders required to be paid by Shareholders pursuant to Section 9.8 which will require payment by any of the Companies or Subsidiaries subsequent to the Closing Date; (xi) any unpaid Taxes as of the Closing Date; and (xii) amounts received for products and/or services not yet rendered (i.e., deferred revenue); provided, however, that the letter agreement between J.X. Xxxxxx and PNC Bank, National Association, dated as of June 3, 1999, relating to an interest rate swap in the notional or nominal principal amount of $6,500,000 shall not be included in the calculation of the Debt Adjustment Amount.
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Debt Adjustment Amount means an amount (which shall be equal to zero or negative) equal to (a) $28,500,000 minus (b) the Target Date Debt Amount.
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Debt Adjustment Amount means the aggregate amount of the following, without duplication, as of 11:59 p.m. EST on the Closing Date, as set forth in the Projected Closing Statement prepared and delivered pursuant to Section 1.2(c): (i) all indebtedness of the Companies and the Subsidiaries for borrowed money, including any interest accrued thereon; (ii) all indebtedness of the Companies and the Subsidiaries for the deferred purchase price of property or services, including any interest accrued thereon (except any trade payable in the Ordinary Course of Business that is a current account payable, i.e., not overdue under applicable vendor terms); (iii) all face amounts of any outstanding letters of credit issued by/or on behalf of any of the Companies or the Subsidiaries; (iv) all obligations of any of the Companies and the Subsidiaries arising under acceptance facilities; (v) all guaranties, endorsements and other contingent obligations of any of the Companies and the Subsidiaries to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vi) all obligations of the Companies and the Subsidiaries under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (vii) all obligations of the Companies and the Subsidiaries secured by any encumbrance on property; (viii) all obligations of the Companies and the Subsidiaries as lessee under any lease which has been or should be capitalized in accordance with generally accepted accounting principles in the United States (“GAAP”);
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Related to Debt Adjustment Amount

  • 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;

  • 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Adjusted Value as used in subdivision (d) means:

  • 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.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

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

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.