Net Debt Adjustment Amount definition

Net Debt Adjustment Amount. ’ means the absolute value of the difference between the Net

Net Debt Adjustment Amount means an amount, which may be a positive or negative number, equal to (i) the Company Net Debt Amount, minus (ii) the Specified Net Debt Amount.

Net Debt Adjustment Amount means an amount equal to (u) the Final CapEx Adjustment Amount minus (v) the Estimated CapEx Adjustment Amount plus (w) the Final Closing Date Indebtedness Amount minus (x) the Estimated Closing Date Indebtedness Amount minus (y) the Estimated Cash plus (z) Final Cash.

Examples of Net Debt Adjustment Amount in a sentence

• In the event that the Net Debt Adjustment Amount is less than zero, the Purchaser shall pay to the Equity Sellers the absolute value of such amount, in the manner and with interest as provided in Section 3.2(g).

• On the same day, the Company entered into a shareholders’ agreement with LF Logistics and the Investor in respect of LF Logistics, pursuant to which the Investor is granted certain governance and exit rights.The Initial Consideration of US$300 million was paid in cash by the Investor to LF Logistics, subject to adjustment for the Net Debt Adjustment Amount payable on the Post-Completion Payment Date.

• Shareholders should note that any increase in the number of issued Shares will have the effect of diluting the percentage shareholding of the existing Shareholders.

• The Coyote Net Debt Adjustment Amount, the Coyote Net Transaction Expense Adjustment Amount, the Unvested Coyote Restricted Unit Shares, the Specified Payments Amount and the Interim Period Share Issuance Amount (including the components thereof) reflected in the Closing Statement shall be prepared in accordance with the applicable definitions set forth in this Agreement.

• The final Purchase Price shall be an amount equal to the Purchase Price plus the Net Debt Adjustment Amount, if any (together with any increases required, if any pursuant to Sections 5.4(c) and 10.11, in exchange for such number of Ordinary Shares, if any, as contemplated by Sections 5.4(c) and 10.11 (but without duplication of any amount already calculated pursuant to Section 2.1(a))).

More Definitions of Net Debt Adjustment Amount

Net Debt Adjustment Amount means an amount (which may be a positive or negative number), equal to (i) the Company Net Debt Amount, minus (ii)

Net Debt Adjustment Amount means the Actual Senior Debt less INR 316,51,00,000 (Indian Rupees Three Hundred and Sixteen Crore Fifty One Lakh);

Net Debt Adjustment Amount. $8,000,000, plus (i) the excess, if any, of (x) the Company Target Net Debt Amount over (y) the aggregate Net Indebtedness of the Company and its Retained Subsidiaries as of the close of business on the Business Day immediately prior to the Closing, plus (ii) an amount equal to the quotient, if any, resulting from (a) the product of (x) the excess, if any, of (A) the aggregate Net Indebtedness of Parent and its Retained Subsidiaries as of the close of business on the Business Day immediately prior to the Closing over (B) the Parent Target Net Debt Amount, multiplied by (y) 0.59, divided by (b) 0.41, minus (iii) the excess, if any, of (x) the aggregate Net Indebtedness of the Company and its Retained Subsidiaries as of the close of business on the Business Day immediately prior to the Closing over (y) the Company Target Net Debt Amount. For purposes of this definition, Net Indebtedness of the Company and its Retained Subsidiaries as of the close of business on the Business Day immediately prior to the Closing and Net Indebtedness of Parent and its Retained Subsidiaries as of the close of business on the Business Day immediately prior to the Closing shall in each case be calculated on the second Business Day immediately preceding the Closing.

Net Debt Adjustment Amount means an amount (which may be a positive or negative number), equal to (i) the Company Net Debt Amount,minus (ii) $3,692,000,000.

Net Debt Adjustment Amount has the meaning set forth in Section 2.7(b). “NJDEP” has the meaning set forth in Section 7.4(c)(i). “Non-Competition Agreement” has the meaning set forth in the Recitals. “Off-the-Shelf Software” means any software (other than Public Software) that is made generally and widely available to the public on a commercial basis and is licensed on a non-exclusive basis under standard terms and conditions for a one-time license fee of less than $10,000 per license. “Organizational Documents” means, with respect to an entity, the certificate or articles of incorporation, articles of association, by-laws, articles of organization, trust conditions, operating agreement, certificate of formation or similar governing documents of such entity. “OSHA” has the meaning set forth in Section 3.23(h). “Party” has the meaning set forth in the introductory paragraph. “Patents” means all issued patents (including utility and design patents) and pending patent applications (including invention disclosures, records of invention, certificates of invention and applications for certificates of inventions and priority rights) filed with any Registration Office, including all non-provisional and provisional patent applications, substitutions, continuations, continuations-in-part, divisions, renewals, revivals, reissues, re-examinations and extensions thereof. “Payoff Letters” means the executed confirmations or agreements, in a form reasonably satisfactory to Purchaser, from those holders of Indebtedness of the Company as to all amounts paid, owed and to be owed by the Company as of the Closing. “Payor” has the meaning set forth in Section 2.8. “Payment Schedule” has the meaning set forth in Section 2.3. “Permit” means any federal, state, county, local or foreign governmental consent, license, permit, approval, certificate, directive, order, variance, registration, right, privilege, grant, concession, franchise, waiver or other authorization, issued, granted, conferred or otherwise created by any Governmental Entity. “Permitted Encumbrances” means (a) Encumbrances for Taxes, assessments, fees and other charges by Governmental Entities not yet due and payable as of the Closing Date, or if due, that are not delinquent or that have been accrued for and are being contested in good faith by appropriate proceedings and for which amounts have been appropriately reserved in accordance with the Company’s past accounting practices on the face of the Financial Statements; (b) Encumbrances of car...

Net Debt Adjustment Amount has the meaning specified Section 2.19(d)(i).

Net Debt Adjustment Amount shall be equal to the Final Net Debt Difference, if any, and shall be settled in either cash (“Adjustment Cash”) or New Topco Shares (“Adjustment Shares for Net Debt Adjustment”), as detailed herein. If the Net Debt Adjustment Amount is a negative number, then New Topco shall pay or issue to Company Shareholders, as determined solely by the GB Shareholders’ Representative, an amount equal to the Net Debt Difference in either of (a) Adjustment Cash (expressed as a positive) or (b) Adjustment Shares for Net Debt Adjustment (expressed as a positive). If the Net Debt Adjustment Amount is a positive number, then New Topco shall redeem, and the Company Shareholders shall transfer, a corresponding amount of Adjustment Shares for Net Debt Adjustment (expressed as a negative).