Estimated Adjusted Consideration definition

Estimated Adjusted Consideration means the Base Consideration, either (i) plus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is greater than the Targeted Net Working Capital Amount if such amount is greater than the Targeted Net Working Capital Amount but never to exceed the sum of (A) the Base Consideration, plus (B) $260,000, or (ii) minus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is less than the Targeted Net Working Capital Amount if such amount is less than the Targeted Net Working Capital Amount.
Sample 1
Estimated Adjusted Consideration has the meaning set out in clause 5.2;
Sample 1
Estimated Adjusted Consideration means the Base Consideration, minus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is less than the Targeted Net Working Capital Amount if such amount is less than the Targeted Net Working Capital Amount.
Sample 1

Examples of Estimated Adjusted Consideration in a sentence

  • Create a map of the proposed point(s) of diversion, place(s) of use and water diversion, delivery and distribution systems.

  • No fewer than three Business Days prior to the Closing Date, the Company shall deliver to Buyer a draft of the Closing Consideration Statement setting forth the Company’s reasonable determination of the Estimated Adjusted Consideration.


More Definitions of Estimated Adjusted Consideration

Estimated Adjusted Consideration has the meaning set forth in Section 2.10.
Sample 1

Related to Estimated Adjusted Consideration

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • 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;

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

  • 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.

  • 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.

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Tax Adjustment has the meaning set forth in Section 4.7.