Purchase Price Adjustment Event definition

Purchase Price Adjustment Event means the consummation by GTC or one or more members of GTC of any one or more transactions after the Closing Date and prior to the fifth anniversary of the Effective Date (or thereafter if consummated pursuant to a binding contract entered into after the Closing Date and prior to the fifth anniversary of the Effective Date) pursuant to which: (i) GTC sells, leases or exchanges 20% or more, in the aggregate (measured based on Net Book Value at the time of the transaction or during the time of any series of related transactions), of the Transmission Assets, or merges or consolidates with another entity, or (ii) any member or members of GTC, in a transaction or series of transactions involving any party which is not one of the 39 Members of OPC as of the Effective Date, dispose of or in any other manner reduce the capital interests in GTC of those entities constituting the members of GTC as of the Effective Date (tested separately based on both the dollar value of such members' capital interests and the percentage such members' capital interests represent of the total GTC capital interests, in each case at the time of the transaction or during any series of related transactions).
Purchase Price Adjustment Event means the termination of a General Account Advisory Agreement by an Affiliate of Seller Parent other than any such termination following the occurrence of any of the following events:

Examples of Purchase Price Adjustment Event in a sentence

  • The Purchase Price Adjustment, if any, shall be paid to OPC by GTC (or any successor entity) in cash within 90 days after the occurrence of the applicable Purchase Price Adjustment Event.

  • Except as otherwise provided in the power of attorney, an agent shall not be required to disclose receipts, disbursements, or transactions conducted on behalf of the principal unless ordered by a court or requested by the principal, a guardian, a conservator, another fiduciary acting for the principal, a governmental agency having authority to protect the welfare of the principal, or, upon the death of the principal, by the personal representative or successor in interest of the principal's estate.

  • No later than 10 Business Days following the occurrence of a Purchase Price Adjustment Event, Seller shall pay by Wire Transfer to Buyer an amount in cash equal to the Purchase Price Adjustment Payment Amount in respect of the applicable Purchase Price Adjustment Event.

Related to Purchase Price Adjustment Event

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • 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.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Adjustment Event means each of the following events:

  • Potential Adjustment Event means any of the following:

  • 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).

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

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

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

  • Interest Rate Adjustment Event means the occurrence of any of the following:

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

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

  • 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.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.02(a) hereof.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

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

  • 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;

  • 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.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

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

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).