Set forth in Section 2.06(d)(ii) of the Disclosure Schedules are examples of the determination of the post-Closing adjustments contemplated in Sections 2.06(d)(i) and (ii), demonstrating both a Net Positive Purchase Price Adjustment Amount and a Net Negative Purchase Price Adjustment Amount.
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of 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 and Class B-6 Optimal Principal Amount.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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;
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Closing Payment Amount has the meaning specified in Section 1.5.
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.
Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.
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.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.
Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Gross Settlement Amount means $240,000 which is the total amount Standard agrees to pay under the Settlement, except as provided in Paragraph 8 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.
Open Market Adjustment Amount shall have the meaning specified in Section 2(I).
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”
Purchase Price Allocation has the meaning set forth in Section 2.6(a).