Adjustment Consideration definition

Adjustment Consideration is defined in Section 2.8(c).
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Adjustment Consideration means the Adjustment Amount, in the event that the Adjustment Amount is a positive number. For the avoidance of doubt, any Adjustment Consideration shall be payable to the Camden Stockholders in the form of additional Stock Consideration.
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Examples of Adjustment Consideration in a sentence

  • From the date of issue (June 14, 2007) of the Adjustment Consideration Shares to Pelawan in (i) above or as a result of the exercise of any of the BEE Warrants up to the closing date of the Concurrent Financing, the common shares issued to Pelawan pursuant thereto will be subject to a lock up arrangement and Pelawan will not be entitled to dispose of any of these shares, save for the exemption referred to in (iv) below and the payment of taxes.

  • Board Of Adjustment Consideration Of Resolution 2018-04BOA Denying Variance From The Archuleta County Land Use Regulations For Horton On Lot 37, Block 13, Lake Pagosa ParkRequest to consider and approve a Resolution of the Board of Adjustment stating Findings denying the Horton Residence Height and Setback Variances in the PUD zone, Lot 37, Block 13, Lake Pagosa Park.

  • The Company is currently awaiting regulatory approval for the issuance of the Adjustment Consideration Shares.

  • If the Actual Profit exceeds the Guaranteed Profit, no Adjustment Consideration will be payable to the Vendor by either the Target Companies or the Purchaser.

  • Assuming there is no other change in the shareholding structure of the Company and the Adjustment Consideration Shares would be allotted and issued, the Consideration Shares represent approximately 1.92% of the current issued share capital of the Company and approximately 1.89% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

  • All Preferred Units shall be cancelled automatically and shall cease to exist, and the holders of Preferred Units shall cease to have any rights with respect thereto, other than the right to receive the Preferred Unit Merger Consideration plus each Seller’s applicable portion of the Aggregate Preferred Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), without interest.

  • Each issued and outstanding Preferred Unit shall be converted into the right to receive the Preferred Unit Merger Consideration plus each Seller’s applicable portion of the Aggregate Preferred Adjustment Consideration as determined pursuant to Section 1.6(b) (if any).

  • For the avoidance of doubt, the Adjustment Consideration shall be paid fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price).

  • All Class A Units shall be cancelled automatically and shall cease to exist, and the holders of Class A Units shall cease to have any rights with respect thereto, other than the right to receive the Per Unit Parent Stock Merger Consideration or the Per Unit Cash Merger Consideration, as applicable, plus each Seller’s applicable portion of the Aggregate Cash Adjustment Consideration as determined pursuant to Section 1.6(b) (if any), in each case, without interest.

  • In any event, should the Target Companies be unable to meet the Guaranteed Profit during the Guarantee Period, the Vendor shall be required to pay the Purchaser the Adjustment Consideration.

Related to Adjustment Consideration

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Adjustment Escrow Amount means $1,000,000.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.