Escrow Share of Post-Closing Adjustment definition

Escrow Share of Post-Closing Adjustment means the product of (x) a fraction the numerator of which is the Transferring Holder Aggregate Equity Value and the denominator of which is the sum of the Transferring Holder Aggregate Equity Value and the Retaining Holder Aggregate Equity Value multiplied by (y) a fraction the numerator of which is the number of shares of Company Class A Stock and Company Common Stock held by MD Holdings immediately prior to Closing and the denominator of which is the number of shares of Company Class A Stock and Company Common Stock outstanding immediately prior to Closing.
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Related to Escrow Share of Post-Closing Adjustment

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • 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.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • 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 Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.