Parent Adjustment Amount definition

Parent Adjustment Amount is defined in Section 3.3(f)(i).

Parent Adjustment Amount means an amount equal to the Net Cash Proceeds from the sale to a Third Party of the Parent Japanese Theatre Assets minus the Parent Japanese Theatre Assets Amount; provided, however, that in the event that the Net Cash Proceeds from a sale to a Third Party of the Parent Japanese Theatre Assets are equal to or greater than 90% of the Parent Adjustment Cap Amount, the Parent Adjustment Amount shall be deemed to be an amount equal to the Parent Adjustment Cap Amount minus the Parent Japanese Theatre Assets Amount; provided, further, that if the sale of the Parent Japanese Theatre Assets to a Third Party has not been consummated by the Closing Date or the Net Cash Proceeds relating thereto have not been received by the Closing Date, then the Parent Adjustment Amount shall be equal to zero.

Parent Adjustment Amount has the meaning set forth in Section 3.12(e)(ii).

Examples of Parent Adjustment Amount in a sentence

• If the Stockholder Adjustment Amount exceeds the Parent Adjustment Amount, the Parent shall, within five (5) Business Days after the Final Company Net Indebtedness, the Final Preferred Liquidation Amount and the Final Company Expenses are determined, subject to Section 3.9, make payment by wire transfer of immediately available funds to the Stockholders in accordance with their respective Stockholder Percentage in the amount of any such excess.

• The Adjustment Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof until the amount of the Closing Proceeds, and any resulting Parent Adjustment Amount or Seller Adjustment Amount, are finally determined pursuant to Section 3.3. The Indemnity Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof.

• Merger I Surviving Corporation 2.1(a) Merger Sub Preamble Notice of Disagreement 2.10(b) Option Merger Consideration 2.5(c) Option Cancellation Agreement 2.5(c) Outside Date 10.1(d) Parent Preamble Parent Adjustment Amount 2.10(d) Parent Indemnitees 8.2 Parent Plan 6.6(b) Parent Returns 7.2(b) Payoff Amounts 2.9(a)(iv) Payoff Letters 2.8(c) Permits 4.9(c) Personal Information 4.23(a) Privacy Laws 4.23(a) Privacy Requirements 4.23(b) R&W Insurer 6.7 Real Property 4.17(b) Related Party Contracts 4.19 Rev.

• Notwithstanding anything herein to the contrary, amounts then in the Adjustment Escrow Account and, only to the extent the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, amounts then in the Indemnity Escrow Account, shall be the sole and exclusive recourse of Parent for the Parent Adjustment Amount.

More Definitions of Parent Adjustment Amount

Parent Adjustment Amount has the meaning ascribed to it in Section 4.01(b). "Parent Disclosure Letter" has the meaning ascribed to it in Article VI.

Parent Adjustment Amount means the sum of (i) 0.50 plus (ii) the Parent Adjustment Factor minus the Company Adjustment Factor.

Parent Adjustment Amount means (i) in the case of Section 1.14(c)(i), the amount equal to the Excess Working Capital Amount minus the Final Excess Working Capital Amount, (ii) in the case of Section 1.14(c)(ii), the amount equal to the Final Deficient Working Capital Amount minus the Deficient Working Capital Amount, and (iii) in the case of Section 1.14(c)(iii) the sum of the Excess Working Capital Amount and the Final Deficient Working Capital Amount; provided, however, that in the case of each of (i), (ii) and (iii) the Parent Adjustment Amount will be decreased by the Broker Commission Amount, if any.

Parent Adjustment Amount has the meaning set forth in Section 8(b) of this Agreement.

Parent Adjustment Amount. Section 2.05(i) “Parent Expenses” Section 9.02(a)(iii) “Parent Financing” Section 5.15 “Parent Material Adverse Effect” Section 4.01

Parent Adjustment Amount means the sum of (i) the Final Working Capital Underage, if any, plus (ii) the Final Closing Cash Underage, if any, plus (iii) the Additional Transaction Expenses, if any, plus (iv) the Additional Indebtedness, if any.