Consideration Adjustment Amount definition

Consideration Adjustment Amount is defined in Section 2.5(a).

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Consideration Adjustment Amount shall be an amount determined as follows: (i) The Consideration Adjustment Amount shall be increased by 49.9% of the amount (if any) by which the Net Working Capital of the Company as of the Closing Date (“Closing Date Net Working Capital”) exceeds negative $83,161,000 (the “Net Working Capital Threshold”);

Consideration Adjustment Amount means the sum of (i) 69.71% of the sum of the aggregate outstanding principal amount, as of the Closing Date, of the existing three million dollar ($3,000,000) bridge loan provided to NuTool by ASM on November 25, 2003, without regard to any repayment thereof directly or indirectly from the proceeds of any bridge funding from ASM, plus all accrued and unpaid interest thereon as of the Closing Date plus (ii) 75% of all Expenses incurred or paid by NuTool prior to the Closing.

Examples of Consideration Adjustment Amount in a sentence

The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.
The sum of the amounts in clauses (A) and (B) is defined as the "Aggregate Consideration Adjustment Amount".
The Partnership and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute within thirty (30) days after the date on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties.
The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items.
If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items.
Any items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection within the Objection Period will be deemed to have been agreed upon by the Parties.
The term "Merger Consideration Adjustment Amount" shall have the meaning set forth in Section 2.12(c).
In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate.
The Closing Statement, after giving effect to any Agreed Adjustments and to the resolution of Disputed Items by the Neutral Accounting Firm, shall be deemed to be final and binding as the final Closing Statement for purposes of this Agreement, and the Final Merger Consideration and Net Merger Consideration Adjustment Amount shall be calculated using the values contained therein.
If the Estimated Contribution Consideration Adjustment Amount is (i) a positive number, then the Cash Consideration to be distributed by Regency at Closing shall be increased by the amount of the Estimated Contribution Consideration Adjustment Amount or (ii) a negative number, then the Cash Consideration to be distributed by Regency at Closing shall be reduced by the absolute value of the Estimated Contribution Consideration Adjustment Amount.

More Definitions of Consideration Adjustment Amount

Consideration Adjustment Amount means any amount (whether a positive or a negative number) equal to the sum of (a) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Net Working Capital and (ii) the Net Working Capital Target, (b) the amount equal to the difference of, which may be a positive or a negative number, (i) the Final Capital Expenditure Amount and (ii) the Capital Expenditure Target and

Consideration Adjustment Amount means the amount of cash and cash equivalents (as defined under GAAP) held by the Company as of the Effective Time as indicated on the Closing Cash Statement less each of the following: (a) all Third Party Expenses and any amounts paid to the Purchaser Representative, as reflected in the Statement of Expenses and (b) the aggregate Severance Payments and Obligations as reflected in the Statement of Expenses delivered pursuant to Section 5.5.

Consideration Adjustment Amount means the amount determined by Consideration minus Initial Consideration plus Completion Adjustment Amount;

Consideration Adjustment Amount shall be an amount, if any, equal to (x) the amount, if any, by which the Company's Estimated Third Party Expenses exceed the Company's Cash Account, plus (y) the amount, if any, equal to the Bridge Loan Amount, plus (z) the amount, if any, owed by the Company to Imperial Bank pursuant to the Line of Credit dated May 8, 2000 between Imperial Bank and the Company.

Consideration Adjustment Amount has the meaning specified in Section 2.19(d)(ii).