Initial Adjustment Amount definition

Initial Adjustment Amount shall be as defined in Section 3.3(a).

Initial Adjustment Amount is defined in Section 1.4(g).

Initial Adjustment Amount is defined in Section 1.8.

Examples of Initial Adjustment Amount in a sentence

• If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Purchase Price shall be increased by such amount.

• If the Initial Adjustment Amount shown on the Adjustment Statement is a negative number, then the Purchase Price shall be decreased by such amount.

• If Buyer and Seller do not agree on changes to the Initial Adjustment Amount, then the Closing Date Aggregate Purchase Price shall be paid at Closing based on the amounts provided in the Adjustment Statement.

• Sellers’ Representative shall give personnel, accountants and representatives of Buyer reasonable access to Sellers’ Representative’s premises and to its books and records for purposes of reviewing Seller’s calculation of the Initial Adjustment Amount and will cause appropriate personnel of Seller to assist Buyer and Buyer’s personnel, accountants and representatives, with no charge to Buyer for such assistance, in Buyer’s review of such calculation.

• Sellers’ Representative shall attach to the Adjustment Statement such supporting documentation and other data as is reasonably necessary to provide a basis for the Initial Adjustment Amount shown in the Adjustment Statement.

More Definitions of Initial Adjustment Amount

Initial Adjustment Amount means, with respect to the Foundation Holder Group or Acquisition Holder Group, as the case may be, an amount equal to the excess, if any, of (x) the actual amount that the Foundation Holder Group or Acquisition Holder Group, as the case may be (and, with respect to any shares of Preferred Stock transferred by any Foundation Original Holder or Acquisition Original Holder, as the case may be, any and all transferees of such Foundation Original Holder or Acquisition Original Holder, as the case may be) has been paid by the Company in respect of its shares of Preferred Stock over (y) the amount that the Foundation Holder Group or Acquisition Holder Group, as the case may be (and, with respect to any shares of Preferred Stock transferred by any Foundation Original Holder or Acquisition Original Holder, as the case may be, any and all transferees of such Foundation Original Holder or Acquisition Original Holder, as the case may be) would have been paid by the Company in respect of its shares of Preferred Stock if (i) the Liquidation Value of such shares of Preferred Stock was equal to the aggregate investment by the Foundation Holder Group or Acquisition Holder Group, as the case may be, in shares of Preferred Stock and Warrants at the time of the Closing, (ii) the Redemption Price was at all times equal to 100% of such Liquidation Value and (iii) the dividend rate per annum thereon was calculated at a rate per annum equal to 7.5%.

Initial Adjustment Amount means an amount equal to the difference between the Net Working Capital as of the date of the Previous Month’s Balance Sheet and Base Net Working Capital.

Initial Adjustment Amount shall have the meaning assigned to it in ---------------------------- Section 2.7(b).

Initial Adjustment Amount means an aggregate amount (converted into dollars at the Applicable Exchange Rate for the Closing Date) equal to (a) the Net Working Capital Adjustment Amount (which may be a positive or negative number), plus (b) the Cash Adjustment Amount (whether positive or negative), minus (c) the Indebtedness Adjustment Amount. For the avoidance of doubt, the Initial Adjustment Amount may be a positive or negative number.

Initial Adjustment Amount means at any time, the difference of (i) the then-current Initial Adjustment Factor less (ii) the sum of all Voluntary Distributions made after the Initial Borrowing Date in excess of the amount permitted at the time of each such Distribution under clauses (b), (c) and (d) of the definition “Voluntary Distribution.”

Initial Adjustment Amount has the meaning set out in Section 3.03.

Initial Adjustment Amount means an amount equal to fifty percent (50%) of (1) the -3- Estimated Partnership Cash, minus (2) the Closing Debt Amount, plus or minus (as the case may be) (3) the amount by which the Estimated Working Capital exceeds the Target Net Working Capital (such amount to be added) or by which the Target Net Working Capital exceeds the Estimated Working Capital (such amount to be subtracted). [The portion of the Initial Purchase Price to be paid by the Purchasers to each Seller shall be apportioned between the Sellers based on the percentages for Subject Partnership Interests sold by each Seller as set forth in Section 1.1(a).]