Downward Adjustment Amount definition

Downward Adjustment Amount has the meaning set forth in Section 1.5(a).

Downward Adjustment Amount has the meaning set forth in Section 2.3(d).

Downward Adjustment Amount shall have the meaning set forth in Section 1.13(c)(i).

Examples of Downward Adjustment Amount in a sentence

• The Cash Merger Consideration Adjustment Escrow Fund shall constitute an escrow fund securing any claim of Parent in the event that there is an Aggregate Downward Adjustment Amount, and shall be used solely to promptly satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount.

• Any portion of the Cash Merger Consideration Adjustment Escrow Fund that is not used to satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount shall, as promptly as reasonably practicable after the Determination Date, be released by the Escrow Agent to the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages.

• For the avoidance of doubt, any reference to Downward Adjustment Amount in this paragraph shall be a reference to the Downward Adjustment Amount with respect to the Original Exchange.

• To the extent that the Cash Merger Consideration Adjustment Escrow Fund is insufficient to pay the Aggregate Downward Adjustment Amount (such insufficiency, the “ Aggregate Downward Adjustment Insufficiency”), such Aggregate Downward Adjustment Insufficiency shall within five (5) Business Days after the Determination Date be paid to Parent by the Company Members, severally and not jointly, on the basis of their respective Pro Rata Percentages.

• Upon being notified of such determination, the Investment Manager shall procure that an amount equivalent to the Downward Adjustment Amount be realised from the investments in the Class E Ordinary Shares (rounded up to the nearest number of Class E Ordinary Shares) by submitting a redemption request to Robeco Multi Market SPC on the same Business Day.

More Definitions of Downward Adjustment Amount

Downward Adjustment Amount has the meaning specified in Section 4.5(c)(ii).

Downward Adjustment Amount shall exist to the extent (if any) of the positive difference between (y) the Original Exchange Value and (z) the Final Exchange Value.

Downward Adjustment Amount has the meaning set forth in Section 1.5(e)(ii)).

Downward Adjustment Amount means an amount equivalent to the Actual Holding Amount less the Scheduled Holding Amount;

Downward Adjustment Amount means the amount by which the Estimated Consideration exceeds the Final Consideration.

Downward Adjustment Amount is defined in Section 2.6(e).

Downward Adjustment Amount has the meaning set forth in Section 2.13(a)(i).