Additional Adjustment Amount definition

Additional Adjustment Amount means the greater of (I) zero (0) and (II) the difference of (x) 55% of the quotient of (A) the aggregate amount of (x) principal of the Series A Note as of the Exchange Time and (y) Unrestricted Principal (as defined in the Series B Note) of the Series B Note (without regard to any prior conversions or redemptions of such Unrestricted Principal of the Series B Note, if any (other than the Netting Transaction (as defined in the Amendment and Exchange Agreement))) as of the Adjustment Date, divided by (B) the Adjustment Date Price less (y) the Maximum Eligibility Number immediately prior to the Adjustment Date.

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Additional Adjustment Amount means (i) any amount distributed by the CVR Holding Company to its shareholders, members, or partners, or (ii) any principal amount loaned by the CVR Holding Company or any of its direct or indirect Subsidiaries pursuant to any Upstream Intercompany Loan other than (a) any distribution, payment or loan out of net proceeds from a Monetization Event, but only to the extent such amount has not previously been taken into account in the determination of a Total Distributable Amount under Section 2.4(g), and (b) any Permitted Distribution.

Additional Adjustment Amount means the aggregate dollar value of the additional Common Shares issuable pursuant to Paragraph (2), (3) or (4) of Exhibit D of the Utah Contribution Agreement. For purposes of this Agreement, Total Merger Consideration shall first be calculated without giving effect to the Additional Adjustment Amount (i.e., in order to determine the amount of the Additional Adjustment Amount). Once the amount of the Additional Adjustment Amount has been so determined, it will be applied to the formula above to arrive at the final Total Merger Consideration.

Examples of Additional Adjustment Amount in a sentence

The purchase price (the "PURCHASE PRICE") for the Company Debt will be $14,550,000 in the aggregate, plus the Additional Adjustment Amount (as hereinafter defined) to be paid to each of the Selling Lenders.
If, on the other hand, Alloy has received notice of such a dispute within such 30-day period, then Alloy and Stockholder shall mutually agree on an independent accounting firm to review the Closing Financial Certificate and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the Additional Adjustment Amount that should be returned to Alloy.
The aggregate amount to be paid hereunder for the Shares is an amount in cash (the “Purchase Price”) equal to (a) $358,000,000, plus (b) the Estimated Closing Working Capital, minus (c) the Additional Adjustment Amount, if any.
For purposes of calculating the Additional Adjustment Amount, (x) the Purchaser shall account for the Arizona Business on a stand-alone basis using the accounting principles applied in preparing the Closing Date Balance Sheet and (y) no corporate-level overhead costs incurred by the Purchaser shall be allocated to the Arizona Business.
If such independent accounting firm determines that Stockholder owes the Alloy an Additional Adjustment Amount, then Alloy shall be entitled to receive from Stockholder (which may, at Alloy's sole discretion, be from the Escrow Fund) the number of shares of Alloy Common Stock equal to the Additional Adjustment Amount divided by the Stipulated Price.

More Definitions of Additional Adjustment Amount

Additional Adjustment Amount means the total amount, if any, by which the amount of each Adjustment Category (as determined in accordance with the applicable provisions of this Agreement) exceeds the Applicable Cap; provided that in the case of each Adjustment Category, there shall be no increase or decrease unless the amount of such Adjustment Category exceeds the Applicable Cap by more than US $100,000, in which case the adjustment in respect of such Adjustment Category (for purposes of calculating the Additional Adjustment Amount) shall be made on a dollar-for-dollar basis from the first dollar without giving effect to such US $100,000 cushion).

Additional Adjustment Amount means an amount (to be calculated by the Purchaser within 30 days following the end of the Management Period) equal to (i) the product of (A) the earnings before interest, taxes, depreciation and amortization ("EBITDA") of the Arizona Business during the Management Period and (B) 6.0, minus (ii) the aggregate purchase price paid by the Company for the Arizona Business, minus (iii) the amount of any additional costs or expenses incurred, or purchase price payable, by the Company, in connection with the acquisition of the Arizona Business (including amounts reserved against such costs, expenses or payments). For purposes of calculating the Additional Adjustment Amount, (x) the Purchaser shall account for the Arizona Business on a stand-alone basis using the accounting principles applied in preparing the Closing Date Balance Sheet and (y) no corporate-level overhead costs incurred by the Purchaser shall be allocated to the Arizona Business.

Additional Adjustment Amount has the meaning ascribed to such term in Section 1.2(b)(v).

Additional Adjustment Amount has the meaning set forth on Schedule 1.01(a)(i).

Additional Adjustment Amount means the adjustment amount as set forth on Schedule 1.1(e).

Additional Adjustment Amount means the adjustment amount as set forth on Schedule 1.1(e). “Adjustment Escrow Amount” means Thirty Million Dollars ($30,000,000).

Additional Adjustment Amount means the sum of (i) each Specified Business Group’s Indebtedness (other than unfunded or underfunded pension obligations that may be considered Indebtedness), determined as of the open of business on the Closing Date before giving effect to the transactions contemplated hereby, on a consolidated basis in accordance with GAAP, consistently applied during the periods involved, utilizing to the extent consistent with GAAP the same methodology and adjustments as were used in preparing the Company Financial Statements; provided, that for purposes of such calculation all interest, prepayment penalties, premiums, fees and expenses (if any) which would be payable if such Indebtedness was paid in full on the Closing Date shall be treated as Indebtedness, and (ii) all obligations or liabilities (other than unfunded or underfunded pension obligations) arising under the Employee Transaction Agreements and all other obligations payable in connection with or as a result of the Transaction to current or former employees of the Companies or the Subsidiaries, including bonuses and deferred compensation, in each case, determined as of the open of business on the Closing Date but assuming consummation of the transactions contemplated hereby, on a consolidated basis in accordance with GAAP, consistently applied during the periods involved, utilizing to the extent consistent with GAAP the same methodology and adjustments as were used in preparing the Company Financial Statements.