Adjusted Consideration means the difference of (a) $1,820,000, minus (b) the amount of any Transaction Expenses incurred by the Company (on its own or on behalf of the Company Stockholders or any other Person) in connection with the Merger and the Other Transactions and any financial accommodations provided by Parent or its affiliates to the Company, including an any such Transaction Expenses yet to be incurred or invoiced, minus (c) the amount required at Closing to discharge in full the Company Debt.
Adjusted Consideration. ’ means the Consideration after adjustment as described
Adjusted Consideration means US$2,280,787, being the Consideration less the value of the SWK Land (i.e., approximately US$72,722) and the lease fees payable for a term of six years under the SWK Lease Agreements (i.e., approximately US$21,817).
Examples of Adjusted Consideration in a sentence
The Group’s share of the 4th Adjusted Consideration in the amount of HK$9,126,000 was debited directly to other reserve in equity.
In prior year, the Group has recognised US$1,300,000 (equivalent to approximately HK$10,140,000) of the 4th Adjusted Consideration as purchase consideration payable for the acquisition of additional 30% equity interest in Lapi.
The Group settled an aggregate amount of US$873,400 (equivalent to approximately HK$6,813,000) of the 4th Adjusted Consideration, the remaining balance of the 4th Adjusted Consideration is US$426,600 (equivalent to approximately HK$3,328,000).
During the period, the Group has no further settlement on the 4th Adjusted Consideration.
During the year, the Group has no further settlement on the 4th Adjusted Consideration.
More Definitions of Adjusted Consideration
Adjusted Consideration means, without duplication, an amount equal to (a) the Total Enterprise Value, plus (b) an amount equal to (i) the aggregate exercise prices of all Qualifying Options, plus (ii) an amount equal to the aggregate exercise prices of all Qualifying Series 1 Warrants, plus (iii) an amount equal to the aggregate exercise prices of all Qualifying Series 2 Warrants, plus (c) an amount equal to the value of Cash and Cash Equivalents as of immediately prior to the Closing, plus (d) in the event the Net Working Capital as of immediately prior to the Closing exceeds the Target Net Working Capital Amount, the amount by which the Net Working Capital as of immediately prior to the Closing exceeds the Target Net Working Capital Amount, minus (e) in the event the Net Working Capital as of immediately prior to the Closing is less than the Target Net Working Capital Amount, the amount by which the Target Net Working Capital Amount exceeds the Net Working Capital as of immediately prior to the Closing, minus (f) the sum of the following items, in each case if and to the extent the same are or remain unpaid as of immediately prior to the Closing: (i) the amount of any Company Transaction Expenses (including a reasonable estimate of the amounts payable by the Company or the Surviving Corporation following the Closing pursuant to Section 10.11(b)), (ii) the amount required at the Closing to discharge in full the Company Indebtedness, (iii) the amount of any Change of Control Obligations, and (iv) the amount of any Accrued Taxes (to the extent not otherwise included in the calculation of Adjusted Consideration).
Adjusted Consideration has the meaning set forth in Section 1.2.
Adjusted Consideration is defined in Section 2.2(a).
Adjusted Consideration means the Total Consideration less the Consolidated Liabilities and (i) plus one half of the amount by which Consolidated Current Assets exceed the Consolidated Accounts Payable, or (ii) less the amount by which Consolidated Accounts Payable exceed Consolidated Current Assets, as the case may be.
Adjusted Consideration means (i) the Base Consideration, minus (ii) the amount of the Indebtedness Adjustment, minus (iii) the amount, if any, by which the Closing Net Indebtedness exceeds the Maximum Net Indebtedness Amount (it being understood that any amount deducted pursuant to his clause (iii) shall not also form the basis for any indemnification claim under this Agreement), as set forth in the Closing Net Indebtedness Statement, plus (iv) the amount of the Cash Adjustment, minus (v) the amount of the Transaction Expenses, as set forth in the Transaction Expense Statement; provided that if the Adjusted Consideration would be a negative amount, the Adjusted Consideration shall be equal to zero.
Adjusted Consideration has the meaning set forth in Section 1.8(b) hereof.