Net Worth Adjustment Amount definition

Net Worth Adjustment Amount means the Closing Date Net Worth minus $1,174,000,000.
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Net Worth Adjustment Amount means (i) as to any Fiscal Year beginning with the Fiscal Year ending December 31, 2003, fifty percent (50%) of the Borrower's Consolidated Net Income (without any deduction for loss) for such Fiscal Year determined on a cumulative basis in accordance with GAAP and (ii) for any first, second or third Fiscal Quarter of the Borrower, beginning with the Fiscal Quarter ending March 29, 2003, fifty percent (50%) percent of the amount of Consolidated Net Income (or loss) as reflected in the quarterly financial statements required to be delivered to Agent under Section 8.08(a) hereof, calculated on a quarterly (cumulative) basis. For purposes of determining the minimum Consolidated Tangible Net Worth required to be maintained:
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Net Worth Adjustment Amount has the meaning ascribed thereto in Section 3.8.
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Examples of Net Worth Adjustment Amount in a sentence

  • Borrower and its Restricted Subsidiaries shall maintain at all times a Consolidated Tangible Net Worth of not less than the $56,000,000, plus, or minus, as the case may be, the Net Worth Adjustment Amount.

  • The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount.

  • First, the “Adjusted Base Amount” shall be calculated by subtracting (A) the Net Worth Adjustment Amount, from the product of (B)(1) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, multiplied by (3) the Closing Parent Common Stock Price (such product, the “Base Amount”).

  • Permanently Restricted Funds - To provide compliance with donor’s request regarding the Permanently Restricted donations.

  • The Seller shall pay the Purchaser the Net Worth Adjustment Amount at the date and time of closing following the acceptance or deemed acceptance of the Financial Statements and Purchased Assets, or, as the case may be, the rendering of the arbitration award in connection therewith.

  • If Asset Seller delivers a Statement of Objections within the Review Period, Asset Seller and Buyer shall negotiate in good faith to resolve such objections, and if the objections are resolved by a written agreement between Buyer and Asset Seller, that resolution shall be final and binding on the parties and shall be used in computing such Tangible Net Worth Adjustment Amount.

  • TANK MIXTURES: This product may be applied in a tank-mix with the products listed in this section to increase the spectrum of vegetation controlled.

  • Promptly after the final and binding determination of the Purchase Price pursuant to Section 3.2 of the Merger Agreement and upon receipt of notice jointly executed by Parent and the Shareholder Representative, the Escrow Agent shall deliver to Parent the Net Worth Adjustment Amount.

  • The purchase price for the Shares shall be equal to $110,000,000 (the “Base Purchase Price”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (as adjusted pursuant to Sections 2.04 and 2.05, the “Purchase Price”).

  • The purchase price for the Shares shall be equal to $710,000,000 (Seven Hundred Ten Million Dollars) (the “Base Purchase Price”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “Purchase Price”).


More Definitions of Net Worth Adjustment Amount

Net Worth Adjustment Amount means, for the relevant fiscal quarter, an amount equal to (A) fifty percent (50%) of the positive Consolidated Net Earnings for such fiscal quarter (with no deduction for losses), plus (B) one hundred percent (100%) of the proceeds of any equity offering by the Companies, or any debt offering of the Companies, to the extent converted into equity occurring during such fiscal quarter, minus (C) the aggregate amount of Share Repurchases made pursuant to Section 5.19(b)(iii) hereof during such fiscal quarter (not to exceed Seventy-Five Million Dollars ($75,000,000) for all Share Repurchases during all fiscal quarters subsequent to FQE April 30, 2001).
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Net Worth Adjustment Amount means an amount, as at any date of determination, equal to the sum of (a) the amount, without duplication, of non-cash charges, liability accruals, and/or write-offs of tangible assets resulting from the Conversion in an amount reasonably approved by Administrative Agent and Syndication Agent, plus (b) the aggregate amount, without duplication, of the adjustments resulting from loss on sale and/or non-cash charges to the carrying values and/or book value of any Healthcare Assets to the extent permitted under this Agreement, for any four Fiscal Quarter period then ended on or prior to such date of determination.
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Net Worth Adjustment Amount means the sum of (i) as to any fiscal year of the Borrowers, the greater of (a) - 0 - and (b) 50% of the net income of Aeroflex and its Subsidiaries for such fiscal year determined in accordance with GAAP and (ii) 75% of the sum of all net cash proceeds received by the Borrowers (x) from the issuance of any Capital Stock after the date of this Agreement and/or (y) the incurrence of any Permitted Subordinated Debt in addition to that existing on the date of this Agreement. For purposes of determining the minimum Consolidated Effective Net Worth required to be maintained, the Net Worth Adjustment Amount shall be determined as at the last day of each fiscal year of the Borrowers and shall be added, on a cumulative basis, to the minimum Consolidated Effective Net Worth required to be maintained for the next succeeding Net Worth Period. Such minimum Consolidated Effective Net Worth shall be maintained at all times during the Net Worth Period beginning on such date until the last day of the immediately following fiscal year at which time and at each subsequent fiscal year end the minimum Consolidated Effective Net Worth required to be maintained shall again be increased and maintained accordingly.
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Net Worth Adjustment Amount at any time, an amount equal to 50% of the aggregate gain (calculated on a pre-tax basis) realized by the Borrower and its Subsidiaries subsequent to July 29, 1996 in respect of the sale of the Capital Stock of any Person (including, but not limited to, CellStar, but excluding the Borrower or any of its Subsidiaries).
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Net Worth Adjustment Amount means (i) as to any Fiscal Year beginning with the Fiscal Year ending December 31, 2003, fifty percent (50%) of the Borrower's Consolidated Net Income (without any deduction for loss) for such Fiscal Year determined on a cumulative basis in accordance with GAAP and (ii) for any first, second or third Fiscal Quarter of the Borrower, beginning with the Fiscal Quarter ending March 29, 2003, fifty percent (50%) percent of the amount of Consolidated Net Income (or loss) as reflected in the quarterly
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Related to Net Worth Adjustment Amount

  • 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;

  • 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.

  • 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.

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(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.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Adjusted Value as used in subdivision (d) means:

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

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

  • 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.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Spread Adjustment means 100 basis points.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Valuation Amount means, in respect of each Vessel, the value thereof as most recently determined under clause 8.2.2; and

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

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