Parent Adjustment Amount definition

Parent Adjustment Amount is defined in Section 3.3(f)(i).
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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.
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Parent Adjustment Amount has the meaning set forth in Section 1.7(e).
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Examples of Parent Adjustment Amount in a sentence

  • 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.

  • The number of shares of Surviving Corporation Series B Common Stock which Parent shall be entitled to receive shall be determined by dividing the Parent Adjustment Amount by the Market Price as determined as of the date of payment.

  • Any positive difference between the Broker Commission Amount and the Parent Adjustment Amount (as defined below) shall be deemed a Company Adjustment Amount.

  • Notwithstanding anything to the contrary in this Agreement, the Equityholder Representative, the Key Shareholders, the other Company Equityholders and their respective Affiliates and representatives shall not have any Liability to Parent, the Company or any of their respective Affiliates for any portion of the Parent Adjustment Amount that is in excess of the NWC Escrow Amount.

  • Any portion of the NWC Escrow Amount that is not distributed to Parent as part of the Parent Adjustment Amount shall be distributed in accordance with Section 2.10(c).

  • 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.

  • If the Parent Adjustment Amount exceeds the Shareholder Adjustment Amount, Xxxxxxx shall immediately pay an amount equal to such excess from either the Preliminary Closing Stock Consideration or the Preliminary Cash Merger Consideration (at the option of Xxxxxxx).

  • In the event and to the extent the Adjustment Shares are not sufficient to fund the Parent Adjustment Amount, Parent shall be entitled to use the Escrow Fund as the "purchase price adjustment fund" and cancel the appropriate number of Escrow Shares or withdraw the appropriate amount of Escrow Cash (as defined in the Escrow Agreement), as applicable, in order for Parent to get fully reimbursed for the entire Parent Adjustment Amount.

  • The results of our study have implications for research and practice.

  • 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.
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Parent Adjustment Amount means the sum of (i) 0.50 plus (ii) the Parent Adjustment Factor minus the Company Adjustment Factor.
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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.
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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.
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Parent Adjustment Amount has the meaning set forth in Section 8(b) of this Agreement.
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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
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Related to Parent 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;

  • 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.

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

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

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

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

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • 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.

  • 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.

  • 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.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • 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.

  • 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.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Purchase Price Adjustment Escrow Amount means $500,000.