SpinCo Adjustment Amount definition

SpinCo Adjustment Amount means, whether positive or negative, an amount equal to (i) Final SpinCo Closing Cash minus (ii) Final SpinCo Closing Indebtedness minus (iii) Final Excess Factored Customer Receivables, if any.
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SpinCo Adjustment Amount means the amount equal to the sum of: (i) plus the Spinco Closing Net Working Capital; (ii) minus the Spinco Target Net Working Capital; (iii) plus the Spinco Closing Cash Amount; (iv) minus Spinco Minimum Cash Amount; (v) plus the amount of the Remainco Pre-Closing Commitment Fees; and (vi) minus the amount of the Spinco Closing Indebtedness Amount. “Spinco Adjustment Amount Decrease” shall have the meaning set forth in Section 2.6(j)(i). “Spinco Adjustment Amount Increase” shall have the meaning set forth in Section 2.6(j)(i). “Spinco Adjustment Consultation Period” shall have the meaning set forth in Section 2.6(e). “Spinco Adjustment Report” shall have the meaning set forth in Section 2.6(g).
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SpinCo Adjustment Amount means, whether positive or negative, an amount equal to (i) SpinCo Closing Cash (as finally determined in accordance with the provisions above) minus (ii) SpinCo Closing Indebtedness Cash (as finally determined in accordance with the provisions above) minus (iii) Excess Factored Customer Receivables (as finally determined in accordance with the provisions above), if any.
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Examples of SpinCo Adjustment Amount in a sentence

  • No later than sixty (60) days after the Closing Date, Remainco shall deliver to Buyer a statement (the “Spinco Initial Post-Closing Statement”) in the same format as the Spinco Reference Closing Statement, setting forth Remainco’s calculation of the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount and, based thereon, the Spinco Adjustment Amount and the Purchase Price.


More Definitions of SpinCo Adjustment Amount

SpinCo Adjustment Amount means the amount (which may be a positive or negative number) equal to the sum of: (i) the Spinco Closing Net Working Capital; (ii) minus the Spinco Target Net Working Capital; (iii) plus the Spinco Closing Cash Amount; (iv) minus Spinco Minimum Cash Amount; (v) minus the amount of the Spinco Closing Indebtedness Amount. “Spinco Adjustment Consultation Period” shall have the meaning set forth in Section 2.3(e). “Spinco Adjustment Dispute Notice” shall have the meaning set forth in Section 2.3(d). “Spinco Adjustment Report” shall have the meaning set forth in Section 2.3(g). “Spinco Adjustment Review Period” shall have the meaning set forth in Section 2.3(c). “Spinco Asset Transferee” means any Entity that is or shall be a member of the Spinco Group to which Spinco Assets shall be or have been transferred, directly or indirectly, at or prior to the Equity Sale Closing Time by an Asset Transferor to consummate Contemplated Transactions. “Spinco Assets” means all right, title and interest of the members of the Remainco Group to and under the following Assets of the Asset Transferors as of immediately prior to the Equity Sale Closing Time, excluding, in each case, the Remainco Retained Assets: (i) (A) any Contract to which any member of the Remainco Group is a party that is primarily related to or primarily used in the Spinco Business or set forth on Schedule 1.1(i) (collectively, the “Spinco Contracts”), including the real
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SpinCo Adjustment Amount means the amount (which may be a positive or negative number) equal to the sum of:
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Related to SpinCo Adjustment Amount

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5 minus the Estimated Net Working Capital, plus (B) Estimated Indebtedness minus Closing Indebtedness as finally determined pursuant to this Section 2.5, plus (C) Closing Cash as finally determined pursuant to this Section 2.5 minus Estimated Cash, plus (D) Estimated Transaction Expenses minus Closing Transaction Expenses as finally determined pursuant to this Section 2.5;

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

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

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP, and as measured from the date of the Company’s most recently filed Company Financial Statements prior to the Closing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.