Value Deficit definition

Value Deficit means the product of (a) the excess, if any, of (i) $12.68 over (ii) Company Average Stock Price and (b) the Spinco Shares; provided that in no event shall the Value Deficit exceed $250,000,000.
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Value Deficit means the amount (if any) by which the aggregate of the Realised Value and the Retained Value is less than £64,000,000.
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Value Deficit shall have the meaning set forth in the Merger Agreement.
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Examples of Value Deficit in a sentence

  • Prior to and in connection with the Distribution, but in no event earlier than the Spinco Funding Date, Spinco shall incur debt financing (the “Spinco Debt”), which debt financing shall, as of the Distribution Date, be in an amount not to exceed (a) $1,100,000,000 plus (b) any Value Deficit (such result, the “Maximum Spinco Debt”), on the terms set forth in the executed commitment letter and related term sheets (the “Spinco Debt Commitment Letter”) which are attached as Exhibit B hereto.

  • Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Market Value Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Market Value Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

  • If, based on the Final Closing Balance Sheet and/or associated calculations as finally determined pursuant to Section 2.3(b) or 2.3(c), there is a Closing Book Value Surplus, a Closing Book Value Deficit, a Closing Premium Increase Amount, and/or a Closing Premium Decrease Amount, then the parties shall make an adjustment for the net amount thereof plus interest from the Closing Date to the date of payment as set forth below.

  • If such a Market Value Deficit is applicable, Buyer shall notify Seller of the amount thereof and Seller may thereupon satisfy the Maintenance Call in the manner specified in Section 6.

  • Changes in EquityThe following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to common stockholders and equity attributable to noncontrolling interests: AccumulatedOther Capital in Common StockPreferred Common Comprehensive Excess of Accumulated Held in Noncontrolling Total Stock Stock Income (Loss) Par Value Deficit Treasury interests EquityJanuary 1, 2014 .

  • After substitution, the Substitute Loans shall be deemed to be Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans, Buyer shall be deemed to have terminated any security interest that Buyer may have in the Reacquired Loans and any Collateral solely related to such Reacquired Loans to Seller unless such termination and release would give rise to or perpetuate a Market Value Deficit.

  • In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Net Book Value Schedule delivered pursuant to Section 1.5(a) shall constitute the Final Net Book Value Schedule and the Purchaser’s calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding upon the parties.

  • AND AFFILIATED COMPANIES COMBINED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998 Number Amount of Capital in Retained of Common Common Excess of Earnings Shares Shares Par Value (Deficit) --------- --------- ---------- --------- Balance - January 1, 1997 5,700 $5,700 $1,361,757 (578,288) Add: Net Income for the year ended December 31, 1997 Common stock issued for newly Incorporated construction companies: Whitehall Homes at Avalon, Inc.

  • Prior to and in connection with the Distribution, Spinco shall incur debt financing (the “Spinco Debt”) in an amount not to exceed (a) $1,400,000,000 plus (b) any Value Deficit minus (c) the RMT Debt Adjustment (such result, the “Maximum Spinco Debt”), on the terms set forth in the executed commitment letter and related term sheets (the “Spinco Debt Commitment Letter”) which are attached as Exhibit B hereto.

  • For avoidance of doubt, Sellers shall not be entitled to any indemnification if a Taxing Authority determines that there was a Merger Share Consideration Tax Value Deficit.

Related to Value Deficit

  • Borrowing Base Deficit means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital at such time, exceeds (b) the Borrowing Base at such time.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Principal Deficit Amount means, as of any date of determination, the excess, if any, of (i) the Series 2006-1 Invested Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (ii) the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided, however the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, shall mean the excess, if any, of (x) the Series 2006-1 Invested Amount on such date (after giving effect to the distribution of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum of (1) the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2006-1 Liquidity Amount on such date and (b) the Series 2006-1 Required Liquidity Amount on such date.

  • Operating Deficit means that, at the end of the fiscal year, the unassigned fund balance in the General Fund is less than zero.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Borrowing Base Deficiency means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.

  • Writedown Amount The reduction described in Section 5.03(c).

  • Lease Deficit Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

  • Advance Deficiency As defined in Section 4.01(b).

  • Nominal Liquidation Amount Deficit means, for any tranche of notes, the Adjusted Outstanding Dollar Principal Amount minus the nominal liquidation amount of that tranche.

  • 704(c) Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution, as determined by the General Partner using such reasonable method of valuation as it may adopt. Subject to Exhibit B hereof, the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties in a single or integrated transaction among the separate properties on a basis proportional to their respective fair market values.

  • Deficit Amount has the meaning set forth in Section 6.02.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Trigger Amount with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement.

  • Adjusted Funds From Operations means, for any period, Net Cash Flows From Operating Activities for such period plus Interest Expense for such period minus (x) the portion (but not less than zero) of Net Cash Flows From Operating Activities for such period attributable to any consolidated Subsidiary that has no Debt other than Nonrecourse Indebtedness and (y) After-Tax Transitional Funding Instrument Revenue for such period.

  • Cash Sweep Period means each period commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (a) the Payment Date next occurring following the related Cash Sweep Event Cure, or (b) until payment in full of all principal and interest on the Loan and all other amounts payable under the Loan Documents.

  • Average Par Amount is calculated by summing the Issuer Par Amounts for all issuers, and dividing by the number of issuers.

  • Deficit means an excess of liabilities and reserves of a fund over its assets.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Class B Deficiency Amount is defined in Section 4.1(b).

  • Adjusted Pool Balance means, on the Closing Date, an amount equal to:

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.