Cash Consideration Adjustment definition

Cash Consideration Adjustment means:
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Cash Consideration Adjustment has the meaning set out in Clause 3.4 (Cash Consideration Adjustment).
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Cash Consideration Adjustment shall have the meaning set forth in Section 2.2(a).
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Examples of Cash Consideration Adjustment in a sentence

  • The table below sets out the number of Consideration Shares to be issued to, and the amount of the Cash Consideration payable to, each of the Sellers and the Consideration Recipients upon Completion, assuming that the Cash Consideration Adjustment is exercised in full.

  • As noted above, pursuant to the Acquisition Agreement, SMBC will be issued 118,166,110 Consideration Shares at an issue price of HK$27.00 per Share as a Seller of its ARA Shares to the Company (assuming that the Cash Consideration Adjustment is not exercised in full).

  • Therefore, on Completion, SMBC will be issued a combination of Consideration Securities and SMBC Subscription Shares representing 205,014,113 Shares in aggregate, and 4.6% of the total issued Shares as enlarged by the allotment and issue of the Consideration Shares and SMBC Subscription Shares (assuming the Cash Consideration Adjustment is not exercised).

  • Therefore, on Completion, SMBC will be issued a combination of Consideration Shares and SMBC Subscription Shares representing 205,014,113 Shares in aggregate, and 4.6% of the total issued Shares as enlarged by the allotment and issue of the Consideration Shares and SMBC Subscription Shares (assuming the Cash Consideration Adjustment is not exercised and no further Shares are repurchased by the Company pursuant to the Repurchase Mandate after the Latest Practicable Date and up to Completion).

  • Subject to the Cash Consideration Adjustment and assuming no further Shares are repurchased by the Company pursuant to the Repurchase Mandate after the Latest Practicable Date and up to and including the date of Completion, the Total Consideration will be satisfied in the following manner: (i) US$519 million in cash; and (ii) US$4,673 million by the issue of 1,345,898,078 Consideration Shares at the Consideration Share Price.

  • If the Company elects to make the Cash Consideration Adjustment, the new Shares pursuant to the Permitted Issuance will be issued by the Company pursuant to (i) the Share Issue Mandate granted by the Shareholders to the Board at the annual general meeting held on 2 June 2021 and/or (ii) the Specific Mandate to be obtained from the Independent Shareholders at the EGM.

  • As noted above, pursuant to the Acquisition Agreement and upon Completion, SMBC will be issued 128,324,764 Consideration Shares at an issue price of HK$27.00 per Share as a Seller of its ARA Shares to the Company (assuming that the Cash Consideration Adjustment is not exercised and no further Shares are repurchased by the Company pursuant to the Repurchase Mandate after the Latest Practicable Date and up to Completion).

  • Section 2.08(c) Cash Consideration Adjustment......................

  • An announcement will be published on SENS, ANS and, where required, in the South African press as soon as possible after any Ordinary Share Scheme Cash Consideration Adjustment.

  • Assuming that the Cash Consideration Adjustment is not exercised and no further Shares are repurchased by the Company pursuant to the Repurchase Mandate after the Latest Practicable Date and up to Completion, the Consideration Shares will represent approximately 44.16% of the existing total issued Shares as at the Latest Practicable Date and approximately 30.11% of the total issued Shares as enlarged by the allotment and issue of the Consideration Shares and the SMBC Subscription Shares.


More Definitions of Cash Consideration Adjustment

Cash Consideration Adjustment as defined in Section 2.5(a).
Sample 1
Cash Consideration Adjustment means the dollar amount equal to (A) the sum of (x) the total principal and accrued interest as of the date of this Agreement under the Indebtedness set forth on Section 1.4(b)(i)(A)(x) of the Company Disclosure Schedule (the “Cash Adjustment Debt”), plus (y) the total principal and accrued interest as of the date of this Agreement under the Indebtedness set forth on Section 1.4(b)(i)(A)(y) of the Company Disclosure Schedule (the “Total Consideration Adjustment Debt”), multiplied by the percentage equal to 4.0 divided by 31.8 (the “Cash Percentage”), plus (z) the Estimated Net Debt multiplied by the Cash Percentage, minus (B) the sum of (x) all cash the Company in good faith represents was in the Company’s and its subsidiaries’ bank accounts as of June 30, 2019, (y) any Cash received after June 30, 2019 and before the date of this Agreement from the exercise of Company options and (z) the amount of the Russian Factory Share Payment, less with all elements of the foregoing converted into U.S. dollars based on the rates quoted by Bloomberg on August 5, 2019, which sum the parties agree equals $1,254,346.
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Related to Cash Consideration Adjustment

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Inflation adjustment means that term as defined in the master settlement agreement.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

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

  • 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;

  • 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).

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

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

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

  • Clawback Amount means the sum of:

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).