Divestiture Adjustment Amount definition

Divestiture Adjustment Amount means an amount equal to (i) the Divestitures Amount minus (ii) $3,900,000,000.00; provided, that (x) if the result of (i) minus (ii) is a negative number, the Divestiture Adjustment Amount shall be deemed to be $0, and (y) in no event will the Divestiture Adjustment Amount exceed $3,900,000,000.00.
Sample 1Sample 2Sample 3
Divestiture Adjustment Amount means an amount equal to the product of (i) the difference of (A) the Divestiture EBITDA, minus (B) U.S.$20,000,000, multiplied by (ii) seven (7); provided, that if the result of clause (i) multiplied by clause (ii) is a negative number, the Divestiture Adjustment Amount shall be deemed to be $0.
Sample 1
Divestiture Adjustment Amount means an amount equal to (i) the Divestitures Amount minus (ii) $3,900,000,000.00; provided , that (x) ifthe result of (i) minus (ii) is a negative number, the Divestiture Adjustment Amount shall be deemed to be $0, and (y) in no event will the Divestiture Adjustment Amount exceed $3,900,000,000.00.
Sample 1

Examples of Divestiture Adjustment Amount in a sentence

  • Purchaser shall in good faith consider the objections, if any, of Seller to the Estimated Purchaser Closing Statement and, if Seller has made any reasonable objections, will re-issue an Estimated Purchaser Closing Statement containing the Estimated Divestiture Adjustment Amount no later than two Business Days prior to the Closing Date with any such revisions that Purchaser has determined in good faith are appropriate.

  • The provisions of this Section 2.3(i) shall not apply unless the Divestiture Adjustment Amount is greater than $0.

  • Seller shall prepare, or cause to be prepared, no later than ninety (90) days after the later or the Closing Date and the consummation of the final Divestiture Sale, and deliver to Buyer a statement setting forth in reasonable detail any continuing disagreements (“Divestiture Disputes”) with the Estimated Buyer Closing Statement, a calculation in reasonable detail of the Divestiture EBITDA, the Divestiture Adjustment Amount and an amount, if any, payable pursuant to this Section 2.07(f).

  • The amount equal to the Final Divestiture Adjustment Amount minus the Estimated Divestiture Adjustment Amount shall be referred to as the “Divestiture Adjustment Difference”.

  • Buyer shall in good faith consider the objections, if any, of Seller to the Estimated Buyer Closing Statement and, if Seller has made any reasonable objections, will re-issue an Estimated Buyer Closing Statement containing the Estimated Divestiture Adjustment Amount no later than two (2) Business Days prior to the Closing Date with any such revisions that Buyer has determined in good faith are appropriate.

Related to Divestiture 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.

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

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

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

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.

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

  • 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.

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

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

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Gross Settlement Amount means $240,000 which is the total amount Standard agrees to pay under the Settlement, except as provided in Paragraph 8 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Spread Adjustment means 100 basis points.

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

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

  • 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.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Early Settlement Amount has the meaning specified in Section 5.9(a).

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Value Adjustments means cash lending revenues and other revenues on collateral in respect of a Series of ETP Securities.

  • Daily Settlement Amount for each of the 40 consecutive Trading Days during the Observation Period, shall consist of:

  • SOFR Adjustment means 0.10% (10 basis points).