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.

• 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).

• The calculation of the Target Date Debt Amount, the Debt Adjustment Amount, the WC Adjustment Amount, the Per Share Adjustment Amount and the Per Share WC Adjustment Amount set forth in the Adjustment Certificate shall be binding on the parties, except to the extent of manifest error or fraud.

• Written and Verbal Rights and ResponsibilitiesEligibility workers must notify all individuals in a household who are required to comply with the Basic Work Requirements (see section 430-05-40-05).The Work Requirements Verbal Script must be used at the time of application, review/recertification and at case status changes and during interviews.

• In the event that the 20-Day Adjusted VWAP as of the date on which the Unregistered Shares become initially eligible to be resold by the Holder pursuant to Rule 144 (the “144 Date”) is less than the Subscription Price, then the Company shall pay to the Holder a one-time cash payment in an amount equal to the VWAP Unregistered Share Adjustment Amount (as defined below) within five (5) Business Days after the 144 Date.

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

Share Adjustment Amount which may be a positive or negative number, means (a) in the event that the Buyer 2016 Adjusted EBIT is greater than or equal to €125,000,000 and the MHPS 2016 Adjusted EBITDA is less than $98,400,000, the amount equal to the quotient obtained by dividing (i) the product of (A) the MHPS 2016 Adjusted EBITDA minus $98,400,000 multiplied by (B) ten (10), by (ii) the Buyer Ordinary Shares VWAP for the thirty (30) consecutive trading days ending on the sixth (6th) trading day immediately prior to the Closing Date converted into U.S. dollars (at the Average Exchange Rate over such thirty (30) trading day period), or (b) in the event that the MHPS 2016 Adjusted EBITDA is greater than $138,400,000, the amount equal to the quotient obtained by dividing (i) the product of (A) the MHPS 2016 Adjusted EBITDA minus $138,400,000 multiplied by (B) ten (10), by (ii) the Buyer Ordinary Shares VWAP for the thirty (30) consecutive trading days ending on the sixth (6th) trading day immediately prior to the Closing Date converted into U.S. dollars (at the Average Exchange Rate over such thirty (30) trading day period); provided that in no event shall the Share Adjustment Amount (i) be greater than 4,983,721 or (ii) be less than -4,450,364; provided, further, that in no event shall (A) Buyer issue Class B Shares pursuant to Section 2.07(d)(i) that would result in Seller and its Affiliates holding more than 29.5% of the outstanding voting securities (excluding treasury shares) of Buyer or (B) Seller be obligated to surrender Class B Shares pursuant to Section 2.07(d)(ii) that would result in Seller and its Affiliates holding less than 20.5% of the outstanding voting securities (excluding treasury shares) of Buyer.

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 Buyer Share Amount and (b) the Final Buyer 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 Buyer Share Amount and the Final Buyer Share Value by (y) the Final Buyer Share Value.

Share Adjustment Amount shall have the meaning ascribed thereto in Section 2.1(c).

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