Downward Adjustment definition

Downward Adjustment has the meaning set forth in Section 10.2(d).

Downward Adjustment. Any downward adjustment of any position without the consent of the employee shall be considered a demotion and shall take place only as a result of layoff or disciplinary procedures of this agreement.

Downward Adjustment has the meaning specified in Section 2.08(c).

Examples of Downward Adjustment in a sentence

• Any portion of the Cash Merger Consideration Adjustment Escrow Fund that is not used to satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount shall, as promptly as reasonably practicable after the Determination Date, be released by the Escrow Agent to the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages.

• If FSN Downward Adjustment is specified to be applicable in the Prospectus, then on each Interim Return Payment Date the Issuer will pay to the Funding Swap Counterparty an amount equal to the amount by which the FSN is required to be decreased on that date.

• If (i) the Calculation Agent determines on an FSN Adjustment Determination Date that a Funding Event has occurred and (ii) the FSN Adjustment Conditions will be satisfied on the corresponding FSN Adjustment Date, the FSN will be increased (where FSN Upward Adjustment has been specified) or reduced (where FSN Downward Adjustment has been specified) (as the case may be) on the corresponding FSN Adjustment Date such that the FSN is equal to the Target FSN.

• The Cash Merger Consideration Adjustment Escrow Fund shall constitute an escrow fund securing any claim of Parent in the event that there is an Aggregate Downward Adjustment Amount, and shall be used solely to promptly satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount.

• Notwithstanding anything to the contrary contained herein, Buyer agrees that under no circumstance shall Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of the Downward Adjustment Amount except as otherwise permitted pursuant to Section 9.04(b).

More Definitions of Downward Adjustment

Downward Adjustment shall have the meaning set forth in Section 2.03(a)(i).

Downward Adjustment means any Downward Acquisition Issuance Adjustment, Downward Share Issuance Adjustment or Downward Warrant Issuance Adjustment.

Downward Adjustment shall have the meaning set forth in Section 2.3(b) of this Agreement.

Downward Adjustment means the sum of (i) the aggregate amount of (a) proceeds received by Pioneer USA and Properties LLC from the sale of Hydrocarbons produced from and attributable to the Assets from and after the Effective Time for which Operating Company is entitled under Section 9(a), and (b) other proceeds received with respect to the Assets for which Operating Company would otherwise be entitled under Section 9(a), (ii) Pioneer USA’s and Properties LLC’s shares of estimated ad valorem taxes through the Effective Time, (iii) the amount of any other downward adjustment mutually agreed upon by the parties, and (iv) the amount Pioneer USA and Properties LLC are overproduced with respect to the Assets as of the Effective Time times $6.50 per MCF (or, with respect to oil Imbalances, $70.00 per barrel).

Downward Adjustment shall be equal to the amount as of the Closing Date by which the aggregate deferred income tax liability with respect to installment sale receivables (as determined under the rules of Financial Accounting Standards Board (FASB) Statement No. 109) of the Acquired Companies as reflected on the books and records of the Acquired Companies as of such date, the "Deferred Tax Liability Accrual", exceeds fourteen million four hundred thousand dollars ($14,400,000), the "DTL Target", as jointly determined by EFI and Kinsxx. Xxe "Upward Adjustment" shall be equal to twenty percent (20%) of the amount, if any, as of the Closing Date by which the DTL Target exceeds the Deferred Tax Liability Accrual, as jointly determined by EFI and Kinsxx. Xxe Upward Adjustment shall be paid fifteen percent (15%) in cash and eighty-five percent (85%) in shares of EFI Common Stock valued at the VWAP as of the date the Upward Adjustment is paid; provided, however, that EFI shall not be required to pay more than two hundred fifty thousand dollars ($250,000) of any such amount in cash at the Closing. EFI and Kinsxx xxxll attempt, in good faith, to determine the Downward Adjustment or the Upward Adjustment, as the case may be, prior to the Closing Date. None of the transactions, payments, or obligations reflected in this Agreement shall have any effect for purposes of determining the Deferred Tax Liability Accrual.

Downward Adjustment has the meaning set forth in Section 5.26(b).

Downward Adjustment is defined in Section 2.6(a)(ii).