Non-Accredited Escrow Cash Adjustment means the product of (x) the Aggregate Non-Accredited Options multiplied by (y) the Per Share Escrow Amount multiplied by (z) the Parent Share Price.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Adjustment Escrow Amount means $1,000,000.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Purchase Price Adjustment Escrow Amount means $500,000.
Earn-Out Consideration is defined in Section 2.5(c).
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $152,300.00 plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Indemnity Escrow Amount means $3,000,000.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.
Escrow Cash is defined in Section 4.1(a).
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 Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Required Daily Deposit Target Finance Charge Amount means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class A Tranche Interest Allocation cannot be determined because the LIBOR Determination Date for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class A Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that LIBOR will be LIBOR for the applicable period determined on the first day of such calendar month, multiplied by 1.25.
Escrow Amount has the meaning set forth in Section 2.1(c).
Transfer Deposit Amount has the meaning given to it in Section 2.02(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).