Letter Regarding Adjustment Shares means that certain letter regarding the Adjustment Shares dated September 23, 2011 by, among others, New GM, Old GM and the GUC Trust.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.
SOFR Adjustment means 0.10% (10 basis points).
Purchase Price Adjustment Escrow Amount means $500,000.
SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).
Additional Shares shall have the meaning specified in Section 14.03(a).
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.
Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Shares has the meaning set forth in Section 3.6(a).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Adjustment Escrow Amount means $1,000,000.
Tax Adjustment has the meaning set forth in Section 4.7.