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 2.04(c).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Original Shares means ordinary shares with a par value of US$0.0001 each in the capital of the Company;
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 Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
SOFR Adjustment means 0.10% (10 basis points).
Purchase Price Adjustment Escrow Amount means $500,000.
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.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Shares has the meaning set forth in Section 3.6(a).
Acquired Shares has the meaning set forth in the Recitals.
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 shall have the meaning specified in Section 3.02.
Adjustment Escrow Amount means $1,000,000.
Tax Adjustment has the meaning set forth in Section 4.7.
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.