Purchase Price Adjustment has the meaning set forth in Section 2.6.
Valuation Price means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.
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.
Earn-Out Consideration is defined in Section 2.5(c).
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.
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.
Purchase Price Adjustment Escrow Amount means $500,000.
Base Consideration has the meaning set forth in Section 1.2.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Adjustment Payment shall have the meaning specified in Section 3.09(a).
Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Cash Consideration has the meaning set forth in Section 2.2.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Contingent Consideration has the meaning set forth in Section 1.6.
Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Adjustment Escrow Amount means $1,000,000.
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).