Purchase Consideration Adjustment definition

Purchase Consideration Adjustment means, subject to final determination based on the Closing Date Statement (as determined in accordance with Section 2.4(f)), the amount calculated by subtracting the Estimated Net Working Capital Target from the Estimated Closing Date Net Working Capital.
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Purchase Consideration Adjustment has the meaning set forth in Clause 2.8.
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Purchase Consideration Adjustment means the amount calculated by subtracting the Closing Cash Balance from the Average Cash Balance.
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Examples of Purchase Consideration Adjustment in a sentence

  • If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment.

  • If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is less than $0, the Closing Consideration shall be decreased on a dollar-for-dollar basis.

  • The term "Stock Purchase Consideration Adjustment Amount" shall have the meaning set forth in Section 2.5(a).

  • The term "Proposed Stock Purchase Consideration Adjustment" shall have the meaning set forth in Section 2.5.

  • The Bank may make dividends and distributions as long as the Purchase Consideration Adjustment required under Section 1.3 is made at Closing.

  • If the Purchase Consideration Adjustment based on the Estimated Closing Date Balance Sheet is greater than $0, the Upfront Consideration shall be increased on a dollar-for-dollar basis.

  • If the Purchase Consideration Adjustment based on the Estimated Closing Balance Sheet is less than $0, the Purchase Price shall be decreased on a dollar-for-dollar basis.

  • The purchase price for the Bank Stock shall be $6,500,000, or such lesser amount as adjusted by the Purchase Consideration Adjustment procedures as set forth below in Section 1.3 below.

  • The main function of the centre is to ensure smooth communication between each Team Delegation, the LOC and European Athletics Technical Delegates and the Competition Administration, regarding technical matters.DayMon 8Tue 9Wed 10Thu 11Fri 12Sat 13Sun 14Open12:00-21:008:00-22:008:00-22:007:30-22:007:30-22:007:30-22:0010:00-20:00From 8 July at 12:00 (noon) the TIC is located at the competition venue (Stadium map).

  • If the Purchase Consideration Adjustment based on the Estimated Closing Balance Sheet is less than $0, the Upfront Payment shall be decreased on a dollar-for-dollar basis.


More Definitions of Purchase Consideration Adjustment

Purchase Consideration Adjustment means, subject to final determination as set forth in Sections 2.4(g) and (h), the difference between (a) the sum of the Acquired Accounts Receivable , net of reserves (all as reflected on the Estimated Closing Date Balance Sheet), less the total amount of the Assumed Liabilities (as reflected on the Estimated Closing Date Balance Sheet) and (b) One Million Seven Hundred Thousand ($1,700,000.00) dollars.
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Purchase Consideration Adjustment means, subject to final determination based on the Final Closing Balance Sheet, the difference between the Closing Date Net Working Capital and $1,300,000.
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Related to Purchase Consideration Adjustment

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Base Consideration has the meaning set forth in Section 1.2.

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

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.