Cash Adjustment Amount definition

Cash Adjustment Amount shall have the meaning set forth in Section 2.3.

Cash Adjustment Amount means the Target Cash Amount minus the Cash and Cash Equivalents.

Cash Adjustment Amount means Parent’s good-faith calculation of the total amount of Cash of the SpinCo Group as of the Effective Time (after giving effect to the Cash Transfer) in all jurisdictions minus $600,000,000 (which calculation may result in a positive or a negative number).

Examples of Cash Adjustment Amount in a sentence

• The calculation of the Cash Adjustment Amount shall be made by Parent in good faith and shall be final and binding on SpinCo, and shall not be subject to any challenge or dispute (pursuant to the procedures set forth in Article VII or otherwise).

• SpinCo shall provide Parent with such information and access as is reasonably requested by Parent to calculate the Cash Adjustment Amount.

• The Final Closing Working Capital, the Final Closing Indebtedness, the Final Closing Share Consideration, the Post-Closing Share Adjustment Amount and the Post-Closing Cash Adjustment Amount (collectively, the “Final Calculations”) shall be prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below.

• The Parties acknowledge and agree that the Target Investor Contributed Units, the Target Investor GP LLC Units, the Target Investor Units, the Target EXCO Contributed Units, the Target EXCO GP LLC Units and the Target EXCO Units should only be adjusted in accordance with Section 2.3 of the UPCA and should not be adjusted by the applicable percentage of the Cash Adjustment Amount.

• At the Closing, as the Purchase Price to be paid by Buyer and Communications for the Vermont Shares, Buyer and Communications shall pay to VCG the aggregate sum of $203,000,000 less the amount of Intercompany Debt (the "Purchase Price"), subject to post-Closing adjustment to increase or decrease the Purchase Price by the Cash Adjustment Amount pursuant to Section 2.3.

More Definitions of Cash Adjustment Amount

Cash Adjustment Amount means the sum of (a) the amount payable, if any, by Purchaser if Purchaser elects to acquire the Excess Cash Amount calculated in accordance with Section 7.3(e), and (b) an amount equal to the lesser of (i) 70% of Closing Cash in excess of $1,700,000 and (ii) $4,410,000.

Cash Adjustment Amount means the sum of the following (without duplication):

Cash Adjustment Amount means an amount equal to the difference obtained by subtracting the Dividend Adjustment Amount from the Total Accrued Daily Amount. In no event shall the Cash Adjustment Amount be less than zero.

Cash Adjustment Amount has the meaning set forth in the Separation and Distribution Agreement.

Cash Adjustment Amount means the amount of principal and interest paid by the Company with respect to the Note on or prior to December 31, 2025.

Cash Adjustment Amount means the amount of cash on the close of business on the Closing Date, but not more than CAD$450,000.

Cash Adjustment Amount has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. § 4565). “Closing” has the meaning set forth in Section 8.1. “Closing Date” has the meaning set forth in Section 8.1. “COBRA” has the meaning set forth in Section 5.6(t). “Code” means the Internal Revenue Code of 1986. “Common Parent” has the meaning ascribed to such term in Section 1504(a) of the Code and the Treasury Regulations promulgated thereunder.