Client Consent Adjustment Amount definition

Client Consent Adjustment Amount means (i) if the Client Closing Consent Amount is equal to or greater than 95, zero and (ii) if the Client Closing Consent Amount is less than 95, an amount equal to (A) $3,000,000, multiplied by (B) the difference between 95 and the Client Closing Consent Amount; provided that the Client Consent Adjustment Amount shall not exceed $30,000,000.
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Client Consent Adjustment Amount means (a) if the Client Consent Percentage is 95% or greater, an amount equal to zero (0); and (b) if the Client Consent Percentage is less than 95%, an amount equal to the product of (i) the result of (A) 100% minus (B) the Client Consent Percentage, multiplied by (ii) the Base Purchase Price.
Sample 1
Client Consent Adjustment Amount means (a) if the Client Consent Percentage is 95% or greater, an amount equal to zero (0); and (b) if the Client Consent Percentage is less than 95%, an amount equal to the product of (i) the result of (A) 95% minus (B) the Client Consent Percentage, multiplied by (ii) the Base Purchase Price, multiplied by (iii) 1.25; provided, however,
Sample 1

Examples of Client Consent Adjustment Amount in a sentence

  • The Estimated Closing Purchase Price, the Purchaser Calculations, the Closing Purchase Price, the Seller Statement, the Closing Statement and the calculations contained therein (other than the calculation of the Client Consent Adjustment Amount) shall be determined based on GAAP, to the extent consistent with GAAP, the principles, methodologies, policies, notes and procedures applied in the preparation of the Financial Statements and the principles set forth on Section 1.6(d) of the Disclosure Schedules.

  • No later than five (5) Business Days prior to the Closing Date, Parent shall provide to Buyer a written statement (the “Estimated Closing Statement”) setting forth an estimate of the Adjustment Amount (the “Estimated Adjustment Amount”) which shall be based upon a good-faith estimate of the Net Working Capital Adjustment Amount and the Client Consent Adjustment Amount, delivered with reasonable supporting detail with respect to the calculation of such amounts.

  • If the Client Consent Adjustment Amount as recalculated and finally determined pursuant to Section 1.9(a) (such amount, the “True-Up Client Consent Adjustment Amount”) is less than the Initial Client Consent Adjustment Amount, then Purchaser shall promptly pay to Representative in cash the difference between the Initial Client Consent Adjustment Amount and the True-Up Client Consent Adjustment Amount.

  • If the Client Consent Adjustment Amount as recalculated and finally determined pursuant to Section 2.5(a) (such amount, the “True-Up Client Consent Adjustment Amount”) is less than the Initial Client Consent Adjustment Amount, then Buyer shall promptly pay to Seller in cash the difference between the Initial Client Consent Adjustment Amount and the True-Up Client Consent Adjustment Amount (such aggregate amount, the “Consent True-Up Payment Amount”).

  • As soon as practicable, but no later than seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s calculation of (A) the Closing Date Cash, (B) the Closing Date Indebtedness, (C) the Net Working Capital Adjustment Amount, (D) the Covered Transaction Costs, (E) the Client Consent Adjustment Amount, if any, and (F) the Closing Purchase Price.


More Definitions of Client Consent Adjustment Amount

Client Consent Adjustment Amount means the excess of (a) the product of (i) the Adjustment Factor multiplied by (ii) the excess, if any, of the Base Date Revenue Run-Rate over the Closing Revenue Run-Rate over (b) $450,000,000; provided that, for the avoidance of doubt, if there is no such excess of clause (a) over clause (b), or if there is no excess in clause (a)(ii), then the Client Consent Adjustment Amount shall equal $0.
Sample 1
Client Consent Adjustment Amount means (a) if the Client Consent Percentage is 95% or greater, an amount equal to zero (0); and (b) if the Client Consent Percentage is less than 95%, an amount equal to the product of (i) the result of
Sample 1

Related to Client Consent Adjustment Amount

  • 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 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • 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).

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Replenishment Amount has the meaning assigned to such term in Section 2.06(b).

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

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

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Gross Settlement Amount means Two Hundred Forty Thousand Dollars and Zero Cents ($240,000.00) which is the total amount Defendant agrees to pay under the Settlement. The Gross Settlement Amount will be used to pay Individual Settlement Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, Class Representative Service Payment, and the Administration Expenses.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

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

  • RENT ADJUSTMENT Any amounts owed by Tenant for payment of Operating Expenses. The Rent Adjustments shall be determined and paid as provided in Article Four.

  • Payment Amount has the meaning specified in Section 6.1.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.