Equity Adjustment Amount definition

Equity Adjustment Amount means an amount (which may be positive or negative) equal to (a) the amount of the Dividend minus (b) the amount of the Transaction Tax minus (c) the amount of the Cash Payment.
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Equity Adjustment Amount means (i) if, on the Closing Date, the closing price of the Company’s ordinary shares on the New York Stock Exchange is less than the Expected Equity Amount per share, an amount equal to (x) the Expected Equity Amount less such closing price multiplied by (y) 97,560,976, and (ii) if otherwise, $0; provided that the Equity Adjustment Amount shall not exceed the amount such that at 4:00 p.m., New York City time, on the Closing Date the aggregate amount of Shareholder’s Equity equals $5,100,000,000.
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Equity Adjustment Amount means the difference between the Equity Amount and the Base Equity Amount.
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Examples of Equity Adjustment Amount in a sentence

  • As soon as reasonably practicable, but in no event more than the later of 90 days after the Closing Date and 14 days after final determination of the Closing Equity Adjustment Amount pursuant to Section 1.5, Buyer will issue to each person who immediately prior to the Closing Date was a holder of Company Options a document evidencing the foregoing assumption of such option by Buyer.

  • Seller shall make, upon Buyer's request, its appropriate personnel and records available to Buyer's internal and external accountants for purposes of explaining the assumptions and estimates used in the preparation of the Estimated Closing Equity Adjustment Amount.

  • The "Estimated Purchase Price" shall be the Base Price as adjusted by the Estimated Closing Equity Adjustment Amount (as defined below) (which shall not exceed a positive $5,000,000 and which may be a negative number).

  • Such notice shall be accompanied by the estimated balance sheet used to prepare the Estimated Closing Equity Adjustment Amount, including (in reasonable detail) an explanation of the methods used (including estimates of cash flows and income) to "roll forward" the estimated line items set forth therein from the immediately preceding month's end balance sheet and related statements of results of operations and cash flows, copies of which shall also accompany the notice.

  • As used in this Agreement, the term “Per Share Cash Amount” means an amount equal to the product of (i) $38.00 plus the quotient (which may be positive or negative, and shall be rounded to four decimal places) obtained by dividing (x) the Equity Adjustment Amount by (y) 1,877,000,000 and (ii) the Distribution Adjustment Multiple.

  • However, SSA Section 2103(f)(3) (42U.S.C. §1397cc(f)(3)) extended the Medicaid managed care entity requirements to provideinformation to enrollees and potential enrollees about participating health care providers under CHIP.

  • As used in this Agreement, the term “Exchange Ratio” means an amount equal to the product of (i) Base Exchange Ratio plus the quotient (which may be positive or negative, and shall be rounded to four decimal places) obtained by dividing (x) the Equity Adjustment Amount by (y) $195,069,102,000.00 and (ii) the Distribution Adjustment Multiple.

  • Within sixty days after the Closing Date, Buyer shall prepare and deliver to Seller a notice setting forth its determination of the Closing Equity Adjustment Amount (the "Initial Closing Equity Statement") and setting forth in reasonable detail the basis for such determination.

  • The "Purchase Price" shall be $500,000,000 (Five Hundred Million Dollars) (the "Base Price") adjusted by the Closing Equity Adjustment Amount (which may be a negative number).

  • The cost of the Independent Accounting Firm's review and determination shall be paid by the party which has determined an amount of the Closing Equity Adjustment Amount that is the greatest amount different from the amount of the same determined by the Independent Accounting Firm.


More Definitions of Equity Adjustment Amount

Equity Adjustment Amount means (a) the Company Expenses, plus (b) ------------------------ ---- the Warrant and Option Charges, minus (c) the aggregate exercise price received ----- by the Company on all options and warrants of the Company actually exercised during the period from the date hereof through the Effective Time.
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Related to Equity Adjustment Amount

  • 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.

  • 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.

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

  • 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).

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

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

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

  • 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.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • 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.

  • 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.

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

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

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

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • 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;

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.