Substitution Adjustment Amount As defined in Section 2.03.
Buy In Adjustment Amount shall have the meaning specified in Section 6.
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.
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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;
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).
Cash Consideration has the meaning set forth in Section 2.2.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Inflation adjustment means that term as defined in the master settlement agreement.
Purchase Price Adjustment Escrow Amount means $500,000.
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Earn-Out Consideration is defined in Section 2.5(c).