Net Equity Adjustment definition

Net Equity Adjustment means (i) zero ($0) New Zealand Dollars, if the Adjusted Net Equity Amount is equal to Two Hundred Thousand ($200,000) New Zealand Dollars; (ii) if the Adjusted Net Equity Amount is greater than Two Hundred Thousand ($200,000) New Zealand Dollars, an amount equal to the absolute value of the amount above Two Hundred Thousand ($200,000) New Zealand Dollars; and (iii) if the Adjusted Net Equity Amount is less than Two Hundred Thousand ($200,000) New Zealand Dollars, an amount equal to the absolute value of the shortfall below Two Hundred Thousand ($200,000) New Zealand Dollars. For the avoidance of doubt, once calculated, the Net Equity Adjustment shall be presented in U.S. Dollars based on the closing exchange rate on the date immediately prior to the Closing Date.

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Net Equity Adjustment shall have the meaning set forth in Section 2.7(b).

Net Equity Adjustment has the meaning set forth in Section 4.3. 0.82

Examples of Net Equity Adjustment in a sentence

The aggregate merger consideration (the “Merger Consideration”) shall consist of (i) the Closing Consideration as hereafter defined, and (ii) the Intended Installment Payments as determined under Section 4.4 below; provided that the Merger Consideration is subject to an A/R Adjustment pursuant to Section 4.3(b) and a Net Equity Adjustment pursuant to Section 4.3(c).
Except in the case of a dispute with respect to the Closing Date Balance Sheet, within ten (10) business days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare.
Any Third-Party Expenses incurred by an Acquired Entity that are not reflected on the Statement of Expenses, and thus were not included as part of the calculation of the Adjusted Net Equity Amount and, if included in the calculation of the Adjusted Net Equity Amount would have decreased the amount of the Net Equity Adjustment in favor of Buyer, if any (“Excess Third-Party Expenses”), shall be paid out of the Escrow Fund in accordance with Section 8.2.
Except in the case of a dispute with respect to the Closing Balance Sheet, within twenty (20) business days after delivery of the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare.
Except in the case of a dispute with respect to the Closing Balance Sheet, within ten (10) business days after delivery of the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay to PainCare, or PainCare shall pay to the Shareholder, as the case may be, the Net Equity Adjustment (as defined in Section 4.3(c)(ii-iii) below), if any.
The Closing Adjustment shall be computed in accordance with the terms of this Agreement, by the agreement of the parties or by the Arbitrator, as the case may be, immediately after the final determination of the Net Current Asset Adjustment and the Net Equity Adjustment pursuant to Section 1.3(b) and any Differential, which Differential shall be set forth on the Final Closing Statements.
The Preliminary Purchase Price shall be subject to post-closing adjustment by the Net Equity Adjustment Amount (defined in Section 2.5) in accordance with Section 2.5, the additional post-closing CMS Part D adjustments as set forth below in Section 2.6(a) and the additional post-closing Medicare Risk adjustments as set forth below in Section 2.6(b) (the Preliminary Purchase Price, as so adjusted, is referred to herein as the “Purchase Price”).
Any disputes relating to the Taxes due and owing for any Pre-Closing Tax Period, including any Straddle Period Taxes, shall be reconciled by the parties in the determination of the Closing Net Equity and the Net Equity Adjustment Amount.
The Net Equity Adjustment Amount deposited in escrow pursuant to the Escrow Agreement shall be applied to the Net Equity Adjustment.
If the Net Equity Adjustment Amount at Closing was $50,000 and the Effective Date Net Equity is $600,000, then Buyer will pay Sellers $50,000 from the Net Equity escrow and $50,000 in cash.

More Definitions of Net Equity Adjustment

Net Equity Adjustment means the number (positive or negative) calculated on the basis of the Net Equity, as determined in accordance with Section 1.3(b), as follows: (i) if the Net Equity is more than $1.00, then the Net Equity Adjustment is a positive number equal to the amount by which the Net Equity exceeds $1.00; and (ii) if the Net Equity is less than $1.00, then the Net Equity Adjustment is a negative number equal to the amount by which the Net Equity is less than $1.00.

Net Equity Adjustment means the amount, if any, by which the total stockholders' equity of the Company as set forth in the Company's Estimated Balance Sheet as of the Closing Date is less than $6,075,000. For purposes of determining total stockholders' equity of the Company, any impact resulting from (i) any employee retention and severance payments made by the Company in connection with the transaction contemplated hereby, (ii) the payment by the -5- 6 Company of the Closing Costs and (iii) the exercise of any options to purchase Class B Common Stock of the Company between the date hereof and the Closing, shall be excluded, but any positive impact of the exercise price paid to the Company prior to the Closing in connection with such option exercises shall be included (i.e., the $6,075,000 measurement level shall not be increased by the positive impact of the exercise price paid to the Company as a result of such exercises, but such positive impact may be taken into account for purposes of determining whether the $6,075,000 measurement level has been satisfied).

Net Equity Adjustment means the sum of (i) the result obtained by subtracting (A) the total shareholders’ equity of the Company, as shown on the December 2005 Balance Sheet, from (B) the total shareholders’ equity of the Company, as shown on the Closing Balance Sheet, plus (ii) the result obtained by subtracting (A) 50% of total members’ equity in CSOC, as shown on the CSOC December 2005 Balance Sheet, from (B) 50% of total members’ equity in CSOC, as shown on the Closing Balance Sheet. Notwithstanding the foregoing, the parties have agreed that the Net Equity Adjustment, for purposes of determining the Estimated Adustment Amount and the Adjustment Amount, shall be determined in accordance with, and utilizing the adjustment categories, approach, methodologies, policies, practices and procedures reflected in, Schedule 1.1. For purposes of calculating the Net Equity Adjustment, the parties have agreed that the same shall be determined without taking into account any of the following real property dispositions contemplated hereby or by the terms and conditions of the Sovereign Investment Transactions (or, in the event that one or more of such dispositions theretofore shall have occurred, by making appropriate adjustments to offset the effect of such real property dispositions): (a) the disposition by CSOC to Sovereign or any other Person of the 9▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ real property and facilities; (b) the disposition by the Company to Sovereign, Seller or any other Person of the 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ real property and facilities; and (c) the disposition by the Company to Seller or any other Person of all of its rights, title and interests in and to the S▇▇▇▇▇▇ Oil (El Paso) Warehouse Facilities.

Net Equity Adjustment means the amount, if any, by which the total stockholders' equity of the Company as set forth in the Balance Sheet (hereinafter defined) is less than $6,075,000.

Net Equity Adjustment is the result obtained by subtracting the (i) amount of total shareholders equity of the Company as shown on the Balance Sheet ($19,546,954) from (ii) the amount of total shareholders equity of the Company on the Closing Balance Sheet; .