Retention Adjustment definition

Retention Adjustment has the meaning ascribed in Section 2.5;
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Retention Adjustment has the meaning specified in Section 3.4(a).
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Retention Adjustment means an amount equal to the product of (x) the aggregate Original Individual Shares of all persons who have had a Qualified Departure times (y) 55% of the Earnout Amount. The Seller shall assign to Sub its right to receive a portion of the Earnout Payment equal to (x) 55% of the Earnout Amount minus (y) the Retention Adjustment (the “Sub Earnout Amount”), and the Seller shall retain its right to receive a portion of the Earnout Payment equal to 45% of the Earnout Amount. For example, if · The Earnout Amount is determined to be $10,000,000, and · Only one Key Employee has a Qualified Departure and that Key Employee’s Original Individual Share is 10%, then · The Earnout Payment will be $9,450,000, · $4,500,000 of the Earnout Payment will be paid to the Seller, and · $4,950,000 of the Earnout Payment will be paid to Sub.
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Examples of Retention Adjustment in a sentence

  • The parties confirm that the Consideration shall be reduced by the amount of the Retention Adjustment.

  • Eliminates intangible assets recorded on the historical financial statements of Power Systems of $179,393 (net of the Retention Adjustment of $145) and records the fair value of intangible assets acquired of $790,000.

  • If, prior to the first anniversary of the Closing Date (the “First Anniversary Date”), Key Customer (i) ceases to do business with the Surviving Company or (ii) notifies the Surviving Company in writing that it intends to cease doing business with the Surviving Company (in each case, a “Customer Termination”), then the Merger Consideration will be reduced by the Retention Adjustment Amount.

  • For the avoidance of doubt, if any invoice of the Surviving Company applicable to the Revenue Measuring Period also includes services performed either before or after the Revenue Measuring Period, then only the portion of such invoice relating to services performed during the Revenue Measuring Period shall be included in calculating the Retention Adjustment Amount.


More Definitions of Retention Adjustment

Retention Adjustment means an amount equal to the Retention Adjustment set forth on Schedule 1.1.
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Related to Retention Adjustment

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

  • 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).

  • 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.

  • Substitution Adjustment Amount As defined in Section 2.03.

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

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

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

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

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention;

  • Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.