Adjustment Calculation definition

Adjustment Calculation has the meaning set forth in Section 2.7(a).

Adjustment Calculation shall have the meaning set forth in Section 2.2(c). “Adjustment Notice” shall have the meaning set forth in Section 2.2(c).

Adjustment Calculation means the calculation of Closing Working Capital, Closing Net Cash and Transaction Expenses assuming the Closing occurred on January 3, 2020, attached hereto as Exhibit A-1. For the avoidance of doubt, the Adjustment Calculation is merely an example calculation, illustrating an application of the Accounting Methodology in accordance with the terms and conditions of this Agreement. The actual Closing Working Capital, Closing Net Cash and Transaction Expenses shall be calculated as of the Effective Time in accordance with the terms and conditions of this Agreement.

Examples of Adjustment Calculation in a sentence

• Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment.

• Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction.

• Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction.

• Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment (Calculation Agent Determination) Share-for-Combined: Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.

• Adjustments: In respect of any Component: Method of Adjustment: Calculation Agent Adjustment; provided that in respect of an Extraordinary Dividend, “Calculation Agent Adjustment” shall be as described in the provision below.

More Definitions of Adjustment Calculation

Adjustment Calculation shall have the meaning set forth in Section 3.2(a) hereof.

Adjustment Calculation has the meaning set forth in Section 2.9(a). “Adjustment Notice” has the meaning set forth in Section 2.9(a). “Affiliate” means, with respect to a specified Person, a Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether prior to or following the date of this Agreement. In addition to the foregoing, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s spouse and (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly through one or more intermediaries is controlled by with any of the foregoing individuals. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the

Adjustment Calculation means an amount, which may be positive or negative, equal to (a) the excess of the Net Working Capital Calculation over the Estimated Net Working Capital, plus (b) the excess of the Closing Cash over the Estimated Cash, minus (c) the excess of the Closing Indebtedness over the Estimated Indebtedness, and minus (d) the excess of the Closing Transaction Expenses over the Estimated Transaction Expenses.

Adjustment Calculation means the formula described in Section 3 below and used to determine the adjustment to the Class B Percentage Interest.

Adjustment Calculation has the meaning set forth in Section 1.5(b).

Adjustment Calculation. Section 1.3 “Agreement” Caption

Adjustment Calculation means an amount, which may be positive or negative, equal to the aggregate positive or negative differences between (a) the Net Working Capital Calculation compared to the Estimated Net Working Capital; (b) the Closing Indebtedness compared to Estimated Indebtedness; and (c) the Closing Transaction Expenses compared to the Estimated Transaction Expenses. For purposes of clarity, (i) an excess of a positive Net Working Capital Calculation over the Estimated Net Working Capital would generate a positive adjustment; (ii) an excess of the Closing Indebtedness over the Estimated Indebtedness would generate a negative adjustment; and (iii) an excess of the Closing Transaction Expenses over the Estimated Transaction Expenses would generate a negative adjustment.