MSW Purchase Price Adjustment Amount definition

MSW Purchase Price Adjustment Amount means one-half (1/2) of the Purchase Price Adjustment Amount, provided that if the Purchase Price Adjustment Amount exceeds an amount equal to ten million dollars ($10,000,000), the MSW Purchase Price Adjustment Amount shall equal five million dollars ($5,000,000) plus the additional amount in excess of the amount equal to ten million dollars ($10,000,000) that is necessary to pay the Adjustment Amount to Duke in accordance with the EPA, and the contribution of such additional amount shall not affect the equal voting and management rights of Highstar and MSW in the Company; provided further that if the contribution of the MSW Purchase Price Adjustment Amount would cause Highstar's ownership percentage to be less than forty and one-tenth percent (40.1%), a portion of such MSW Purchase Price Adjustment Amount shall be made as a Capital Contribution Loan in accordance with Section 5.2 of the Amended and Restated LLC Agreement to the extent necessary to maintain Highstar's ownership percentage at forty and one-tenth percent (40.1%) unless Highstar is the Non-Delivering Sponsor.
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Examples of MSW Purchase Price Adjustment Amount in a sentence

  • Upon delivery of the MSW Purchase Price Adjustment Amount to the Company, MSW shall be deemed to have made a capital contribution to the Company in an amount equal to the MSW Purchase Price Adjustment Amount.

  • If the Adjustment Amount is owing from the Company to Duke pursuant to the terms of the EPA, Highstar shall deposit the Highstar Purchase Price Adjustment Amount and MSW shall deposit the MSW Purchase Price Adjustment Amount by wire transfer of immediately available funds to the Company's account no later than 5:00 p.m. (New York time) on the day that is one (1) day prior to the day that the Company is required to pay the Adjustment Amount to Duke under the EPA.

Related to MSW Purchase Price Adjustment Amount

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • 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.

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

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

  • 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.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • 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;

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.