Share Adjustment Amount definition

Share Adjustment Amount means (a) zero dollars or (b) only if the Buyer Stock Consideration is reduced as provided for in the definition of Buyer Stock Consideration, an amount equal to the Average Per Share Price multiplied by the number of shares (for purposes of this calculation, rounded up to the nearest whole share) of Buyer Common Stock reduced pursuant to such option.

Share Adjustment Amount shall be equal to the quotient obtained by dividing (x) the difference obtained by subtracting (i) the product of (a) the Aggregate PNC Share Amount and (b) the Final PNC Share Value from (ii) the product of (a) 0.425 and (b) the sum of (1) the Aggregate Cash Amount, (2) Other Cash Consideration and (3) the product of the Aggregate PNC Share Amount and the Final PNC Share Value by (y) the Final PNC Share Value.

Share Adjustment Amount has the meaning assigned in Section 3.02(g).

Examples of Share Adjustment Amount in a sentence

• The Final Closing Working Capital, the Final Closing Indebtedness, the Final Closing Share Consideration, the Post-Closing Share Adjustment Amount and the Post-Closing Cash Adjustment Amount (collectively, the “Final Calculations”) shall be prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below.

• The amount of any adjustment to the Share Price pursuant to this Section 7.7(c) shall be referred to as the "Per Share Adjustment Amount" and the Cash Consideration Amount shall be reduced by the Per Share Adjustment Amount multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including giving effect to the conversion of all outstanding shares of Company Preferred Stock.

• These vendors were interested in providing various types of transfer pricing services to the states, and provided information useful information to Mr. Bucks with regard to these services.

• Notwithstanding any other provision of this Agreement to the contrary, the Aggregate FNFG Share Amount shall be increased by the Share Adjustment Amount (as defined in this Section 3.02(g)) and the Aggregate Cash Amount shall be decreased by the product of the Share Adjustment Amount and the Closing Price, where the “Share Adjustment Amount” shall be an amount equal to the increase in the Aggregate FNFG Share Amount required to secure the tax opinions required by Sections 7.02(c) and 7.03(c).

• If there is no timely objection as provided above, the Closing Balance Sheet and Net Working Capital and Net Debt shown on the Closing Balance Sheet and Buyer 2016 Adjusted EBIT, MHPS 2016 Adjusted EBITDA and the Share Adjustment Amount shown on the Share Adjustment Calculation shall be binding and final for purposes of this Agreement.

More Definitions of Share Adjustment Amount

Share Adjustment Amount shall be an amount equal to the increase in the Aggregate FNFG Share Amount required to secure the tax opinions required by Sections 7.02(c) and 7.03(c). In the event that the Aggregate FNFG Share Amount and the Aggregate Cash Amount are adjusted as provided for in this Section 3.02(g), all references in this Agreement to the “Aggregate FNFG Share Amount” and the “Aggregate Cash Amount” shall refer to the Aggregate FNFG Share Amount and the Aggregate Cash Amount as adjusted in this Section 3.02(g).

Share Adjustment Amount has the meaning ascribed to it in Section 4.8(d)(ii);

Share Adjustment Amount means that number of CEDC Shares (rounded upwards to the nearest integer) equal to (A) the Adjustment Amount divided by (B) the CEDC Share Issue Price.

Share Adjustment Amount means, for any adjustment event provided in Section 3.1(a) hereof, the total number of shares of Common Stock (or, in the case of a reclassification referred to in clause (D) in Section 3.1(a) hereof, the number of shares of other common stock of the Company issued pursuant thereto), or fraction thereof, that a holder who held one Contract Share immediately prior to such event would have after giving effect to the event causing such adjustment.

Share Adjustment Amount means, if the Maximum Consideration Shares is lower than the Base Line Number of Consideration Shares, an amount equal to the product of (i) the Average SD Share Price multiplied by (ii) the difference of Base Line Number of Consideration Shares minus the Maximum Consideration Shares (as of the date of execution of this Agreement $3,785,164 calculated by multiplying 252,580 shares of Purchaser's Shares multiplied by the Average SD Share Price). If the Maximum Consideration Shares is not lower than the Base Line Number of Consideration Shares, then the Share Adjustment Amount shall be zero.

Share Adjustment Amount for each Stockholder shall mean that number of shares of Company Common Stock derived by (i) multiplying (x) the number of shares of Company Common Stock owned by such Stockholder by (y) $.824, (ii) dividing that product by the average of the reported closing prices of common stock of Acquiror on the five business days immediately prior to the effectiveness of the Merger, and (iii) dividing the resulting number by 0.23739. Any fractional shares of Company Common Stock resulting from this calculation shall be rounded to the nearest whole number of shares.

Share Adjustment Amount means, (i) in respect of XXxxxxx, the EDragon Share Adjustment Amount and (ii) in respect of LY Development, the LY Development Share Adjustment Amount;