Purchase Consideration Adjustment definition

Purchase Consideration Adjustment means, subject to final determination based on the Closing Date Statement (as determined in accordance with Section 2.4(f)), the amount calculated by subtracting $1,217,000 from the Estimated Closing Date Net Working Capital.
Sample 1
Purchase Consideration Adjustment has the meaning set forth in Clause 2.7.
Sample 1
Purchase Consideration Adjustment means, subject to final determination based on the Final Closing Balance Sheet, the difference between the Closing Date Net Working Capital and $1,300,000.
Sample 1

Examples of Purchase Consideration Adjustment in a sentence

  • The term "Stock Purchase Consideration Adjustment Amount" shall have the meaning set forth in Section 2.5(a).

  • The term "Proposed Stock Purchase Consideration Adjustment" shall have the meaning set forth in Section 2.5.

  • That the Village Manager and Village Clerk are hereby respectively authorized and directed for and on behalf of the Village to accept the Bylaws, substantially in the form approved in the foregoing paragraph of this Resolution, together with such changes as the Manager shall deem necessary.

  • For the purpose of the Purchase Consideration Adjustment, the SPA NA Plus 10% Premium and the Cut-Off Date NA Plus 10% Premium shall be rounded up to the nearest thousand and shall be in RM.

  • The term "2.5(b) Proposed Stock Purchase Consideration Adjustment" shall have the meaning set forth in SECTION 2.5(d).

  • While the realities of a declining Arctic grayling population and deteriorating Arctic grayling habitat have existed for at least the last three decades, FWS has taken an inadequate and inconsistent approach to implementing essential protections for this species.

  • The Shares have a deemed value1 at Closing ranging from $10.00 per share (“Minimum Share Value”) to $13.30 per share (“Target Share Value”), for which the Shares are exchanged for the Deemed Asset Value of the Assets, $12,038,029.51 (the “Total Purchase Consideration”), subject to the Purchase Consideration Adjustment as provided in Section 3.3. In no event shall the Total Purchase Consideration be greater than 1,203,803 shares nor less than 905,115 shares of Buyer’s shares of HF Foods Group Inc.

  • The Naivasha Effective Date Accounts shall include a calculation and written certification by Delta Africa of, inter alia, the actual net equity value of BM Naivasha and the actual Naivasha Purchase Consideration, as well as the difference (expressed in US Dollars) between the Provisional Naivasha Purchase Consideration and the actual Naivasha Purchase Consideration ("Naivasha Purchase Consideration Adjustment Amount").

  • However, if the calculation of EBITDA and the amount of the 2.5(b) Proposed Stock Purchase Consideration Adjustment is in dispute on the Closing Date, the amount of the adjustment discrepancy shall be held in escrow by the Escrow Agent pursuant to the Purchase Adjustment Escrow Agreement.

  • The Bank may make dividends and distributions as long as the Purchase Consideration Adjustment required under Section 1.3 is made at Closing.


More Definitions of Purchase Consideration Adjustment

Purchase Consideration Adjustment means, subject to final determination as set forth in Sections 2.4(g) and (h), the difference between (a) the sum of the Acquired Accounts Receivable , net of reserves (all as reflected on the Estimated Closing Date Balance Sheet), less the total amount of the Assumed Liabilities (as reflected on the Estimated Closing Date Balance Sheet) and (b) One Million Seven Hundred Thousand ($1,700,000.00) dollars.
Sample 1
Purchase Consideration Adjustment means the amount calculated by subtracting the Closing Cash Balance from the Average Cash Balance.
Sample 1

Related to Purchase Consideration Adjustment

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

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

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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.

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

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • 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.