Adjusted Transaction Value definition

Adjusted Transaction Value means, subject to adjustment in accordance with Section 2.3, an amount equal to (i) $114,000,000, plus (ii) the Aggregate Exercise Amount, minus (iii) the Closing Debt Amount, minus (iv) the amount of any Unpaid Transaction Fees.
Adjusted Transaction Value means the difference of (a) the Transaction Value, minus (b) the Aggregate Option Rollover Value.
Adjusted Transaction Value shall be: (A) $475,000,000; plus (B) the Cash Amount, as set forth and represented in the Merger Consideration Certificate; minus (C) the aggregate amount of the Indebtedness; and minus (D) the Company Transaction Expenses which remain unpaid as of immediately prior to the Effective Time.

Examples of Adjusted Transaction Value in a sentence

  • Except as otherwise expressly provided herein, whether or not the Merger is successfully consummated, each party shall bear its respective legal, accountants, and financial advisory fees and other expenses incurred with respect to this Agreement, the Merger and the transactions contemplated hereby, it being the intention of the parties that if the Merger is consummated, the Transaction Fees be taken into account in calculating the Adjusted Transaction Value as set forth herein.

  • If and solely to the extent that an amount of Damages in connection with an indemnifiable matter was already taken into account in connection with calculation of the Merger Consideration, the Adjusted Transaction Value, the Cash Amount, the Indebtedness or the Company Transaction Fees (pursuant to the definitions thereof), the same amount of such Damages may not be recovered under this Section 9.

  • The sale of the first 40 long-term care facilities was completed on 12/22/2009 (3) Bid only – Not accepted by board Adjusted Transaction Value / Date Acquiror TransactionTransaction LTM LTM 1-Day Prior Ann.

  • Anyone intending to bid at the auction must be registered as a bidder prior to commencementof the auction.

  • In the event that the market value of the Properties further decreases due to the impact of the COVID-19 pandemic or subsequent economic factors, the current Consideration, which is already at a premium to the Adjusted Transaction Value, would become more favourable to the Company and the Shareholders as a whole as it would allow the Company to dispose the Properties at a price higher than their market value.


More Definitions of Adjusted Transaction Value

Adjusted Transaction Value means an amount equal to: (a) $160,000,000; plus (b) the Closing Cash Amount; plus (c) the Working Capital Surplus Amount; minus (d) the Working Capital Shortfall Amount; minus (e) the Company Transaction Expense Amount; minus (f) the Closing Indebtedness Amount; minus (g) the Accrued Tax Amount; plus (h) the Aggregate Exercise Amount.
Adjusted Transaction Value means, subject to adjustment in accordance with Section 2.3, an amount equal to (i) $128,000,000.00, plus (ii) the Aggregate Exercise Amount, plus (iii) the Closing Cash Amount, minus (iv) the Closing Debt Amount, minus (v) the amount of any Unpaid Transaction Fees, minus (vi) the amount of any unpaid Indemnified Tax (other than Unpaid Sales Tax Liability), plus (vii) the Closing Working Capital Adjustment (which, for purposes of clarity, will be a negative number if the Closing Working Capital Amount is less than the Target Working Capital Minimum and a positive number if the Closing Working Capital Amount is greater than the Target Working Capital Maximum).
Adjusted Transaction Value means, subject to adjustment in accordance with S ection 2.3, an amount equal to (i) the Enterprise
Adjusted Transaction Value shall be: (A) $604,000,000; plus (B) the aggregate dollar amount of the cash and cash equivalents of the Company (as defined by and determined in accordance with GAAP) as of the Closing in an amount not to exceed $10,000,000; minus (C) the Net Working Capital Shortfall Amount, if any; plus (D) the Net Working Capital Surplus Amount, if any; minus (E) the aggregate dollar amount of all Indebtedness for Borrowed Money of the Acquired Companies that remains unpaid as of immediately prior to the Closing; minus (F) the aggregate dollar amount of all Company Transaction Expenses that remain unpaid as of immediately prior to the Closing; minus (G) the Employment Tax Amount.
Adjusted Transaction Value has the meaning assigned to such term in Section 1.5(b)(i) of the Agreement.
Adjusted Transaction Value means, subject to adjustment in accordance with S ection 2.4, an amount equal to (i) $230,000,000,
Adjusted Transaction Value means, subject to adjustment in accordance with S ection 2.4, an amount equal to (i) $230,000,000, plus (ii) the Closing Cash Amount, plus (iii) the Aggregate Exercise Amount, plus (iv) the Aggregate EMI Exercise Price Amount,m inus (v) the Closing Debt Amount, m inus (vi) the amount of the Unpaid Transaction Fees.”