Purchase Price Adjustment Escrow Amount means $500,000.
Adjustment Escrow Amount means $1,000,000.
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.
Escrow Deposit has the meaning set forth in Section 2.1.
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Escrow Amount has the meaning set forth in Section 2.1(c).
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Indemnity Escrow Amount means $3,000,000.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Minimum Purchase Price has the meaning set forth in Section 2.04.
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).
Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.
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.
True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.
Escrow Cash is defined in Section 4.1(a).
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.
Holdback Amount has the meaning set forth in Section 2.1(c).