Net Equity Adjustment definition

Net Equity Adjustment has the meaning set forth in Section 4.3. 0.82
Sample 1
Net Equity Adjustment shall have the meaning set forth in Section 2.7(b).
Sample 1
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.
Sample 1

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.

  • 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.

  • 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”).

  • Except in the case of a dispute with respect to the Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Member shall pay the Other Net Equity Adjustment to PainCare in cash.

  • Notwithstanding the foregoing, the Purchaser Indemnified Parties shall not be entitled to indemnification under this Section 10.2(a) to the extent of the amount of any Losses for which, in accordance with Section 2.5, the Parties have taken such amount of such Losses into consideration in the determination of the Closing Net Equity and the Net Equity Adjustment Amount.

  • Therefore, the Consolidated Equity Account used for the purpose of the Net Equity Adjustment will include any minorities.

  • 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.

  • If the Closing Date Balance Sheet (as defined in subsection (c) below) reflects Other Net Equity (as defined below) that is less than One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) ("Agreed Other Net Equity"), then the cash portion of the initial Transaction Consideration shall be reduced dollar for dollar (the "Other Net Equity Adjustment") by the difference between (i) the Agreed Other Net Equity; and (ii) the Other Net Equity set forth in the Closing Date Balance Sheet.

  • 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 the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare.


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:
Sample 1
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.
Sample 1
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 9000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx real property and facilities; (b) the disposition by the Company to Sovereign, Seller or any other Person of the 2000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 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 Sxxxxxx Oil (El Paso) Warehouse Facilities.
Sample 1
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).
Sample 1
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; .
Sample 1

Related to Net Equity Adjustment

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • 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 Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • 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.

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

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Net Equity Value means, at any time, the total assets of the applicable business less the total liabilities of such business less the amounts attributable to the minority interest in such business, in each case as determined on a consolidated basis, in accordance with GAAP, subject to the last sentence of the definition of Capitalization Value.

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

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • Adjusted Value as used in subdivision (d) means:

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

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

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Net Equity ’ means, subject to such rules and regulations as the Commission pro- mulgates under the Act, with respect to the aggregate of all of a customer’s accounts that such customer has in the same capacity—