Liquidation Adjustment definition

Liquidation Adjustment has the meaning set forth in Section 2.1(h) of this Agreement.
Sample 1Sample 2
Liquidation Adjustment has the meaning set forth in Section 4.1(b).
Sample 1Sample 2
Liquidation Adjustment means the lesser of (i) the direct costs reasonably anticipated to be incurred by or on behalf of Agent or its agents in any sale of Inventory and (ii) $1,000,000.
Sample 1Sample 2

Examples of Liquidation Adjustment in a sentence

  • The term “Putative Distributions” shall mean the aggregate consideration that the holders of the Prior Preferred Stock would be entitled to receive upon completion of the distributions required by Section IV(B)(2)(b) through (e), without consideration of the Prior Preferred Stock Per Share Liquidation Adjustment Amount.

  • Without limitation of the foregoing, each party to this Amendment agrees that the transactions contemplated by a Repurchase Agreement shall not give rise to any Liquidation Adjustment pursuant to Section 4.1(b) of the Agreement.

  • The Proposed Liquidation Adjustment shall be structured in a manner intended to not violate Section 409A of the Code, to the extent subject thereto.

  • The Proposed Liquidation Adjustment Summary shall be prepared, and any IPO Liquidation shall be effected, taking into account the principles described in this Section 12.7(d) and other applicable principles set forth in this Agreement.

  • The Company shall mail written notice of any such Liquidation after the Board of Directors has adopted a final plan of Liquidation, but not less than 30 days prior to any payment date stated therein, to each record holder of Series G Preferred Stock, stating the "Liquidation Adjustment Calculation Date", which shall be ten business days after the Board of Directors has adopted such plan.

  • The term "Liquidation Adjustment" shall mean (i) zero, with respect to shares of this Series A Stock, at any time up to and including the scheduled payment date of the fourth dividend, and (ii) the amount of one percent (1%) per year of the Stated Value, for each Annual Period after the scheduled payment date for the fourth dividend, to a maximum of ten percent (10%) of such Stated Value or two dollars and fifty cents ($2.50).

  • On the second Business Day (such second day, the "Final Liquidation Adjustment Payment Date") following issuance of the Liquidation Adjustment Certificate, the Purchaser shall pay to the Escrow Account the amount, if any, equal to the Loss Payment Reimbursement or the Escrow Agent shall pay from the Escrow Account to Purchaser the amount, if any, equal to the Final Liquidation Adjustment.

  • The Liquidation Adjustment Certificate shall set forth the amount, if any, payable from the Escrow Account to Purchaser or from Purchaser to the Escrow Account pursuant to Section 2.11(j).

  • As soon as practicable following the Final Accounting Date, but in any event within five Business Days following receipt of the Appraisal, Seller and Purchaser shall jointly execute and deliver a certificate (the "Liquidation Adjustment Certificate") to each of the Escrow Parties.

Related to Liquidation Adjustment

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Inflation adjustment means that term as defined in the master settlement agreement.

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

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

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

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

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Adjusted means lost values are not included in the calculation of the prior year’s taxes and new values are not included in the current year’s taxable values.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • SOFR Adjustment means 0.10% (10 basis points).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

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

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • 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.

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

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