Retention Adjustment Amount definition

Retention Adjustment Amount means an amount equal to (a) 56.7% of the aggregate amount of the Retention Bonus Amounts due to all of the Hired Employees as set forth on Schedule 1.1(ix) less (b) the aggregate amount of the Retention Bonus Amount actually paid by the Sellers to the Hired Employees between the date of this Agreement and the Closing Date.
Sample 1Sample 2
Retention Adjustment Amount means (a) if the Retention Ratio is greater than or equal to 0.90, zero, or (b) if the Retention Ratio is less than 0.90, the product of (i) 0.90 minus the Retention Ratio multiplied by (ii) $315,000,000.
Sample 1
Retention Adjustment Amount means (a) $500,000 minus (b) the aggregate amount of gross revenue of the Surviving Company attributable to amounts invoiced by the Surviving Company to Key Customer for services performed during the one-year period beginning on the day immediately following the Closing Date and ending on the First Anniversary Date (the “Revenue Measuring Period”). For the avoidance of doubt, if any invoice of the Surviving Company applicable to the Revenue Measuring Period also includes services performed either before or after the Revenue Measuring Period, then only the portion of such invoice relating to services performed during the Revenue Measuring Period shall be included in calculating the Retention Adjustment Amount. If a Customer Termination occurs, then (i) Parent will notify Shareholders of the Customer Termination within 10 days after the occurrence thereof, (ii) within 10 days after the First Anniversary Date, Parent shall notify Shareholders in writing of its calculation of the Retention Adjustment Amount, and (iii) within 10 days after Parent notifies Shareholders in writing of the Retention Adjustment Amount, Shareholders, jointly and severally, shall pay or cause to be paid to Parent the Retention Adjustment Amount by wire transfer of immediately available funds to an account designated in writing by Parent. If Shareholders fail to pay when due the Retention Adjustment Amount or any portion thereof, then, in addition to any other rights and remedies available to Parent, Parent shall have the right to receive the Retention Adjustment Amount (or any portion thereof) from the Escrow Amount, subject to and in accordance with the terms of this Agreement (including Section 7.4) and the Escrow Agreement (and, upon the request of Parent, Shareholders will sign and deliver joint instructions to the Escrow Agent directing the Escrow Agent to pay the Retention Adjustment Amount to Parent).
Sample 1

Examples of Retention Adjustment Amount in a sentence

  • For the avoidance of doubt, if any invoice of the Surviving Company applicable to the Revenue Measuring Period also includes services performed either before or after the Revenue Measuring Period, then only the portion of such invoice relating to services performed during the Revenue Measuring Period shall be included in calculating the Retention Adjustment Amount.

  • If, prior to the first anniversary of the Closing Date (the “First Anniversary Date”), Key Customer (i) ceases to do business with the Surviving Company or (ii) notifies the Surviving Company in writing that it intends to cease doing business with the Surviving Company (in each case, a “Customer Termination”), then the Merger Consideration will be reduced by the Retention Adjustment Amount.

Related to Retention Adjustment Amount

  • 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.

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

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

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

  • 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.

  • 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.

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

  • 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;

  • Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA; ‘National Law’ means (a) for a state or territory other than Western Australia – the Health Practitioner Regulation National Law as set out in the Schedule to the Health Practitioner Regulation National Law Act 2009 (Qld) as it applies (with or without modification) as a law of the State or Territory; and (b) for Western Australia – the legislation enacted by the Health Regulation National Law (WA) Xxx 0000 that corresponds to the Health Practitioner Regulation National Law;

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

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

  • Clawback Amount means the sum of:

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

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

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • 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.

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

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Grant Amount or “Grant” means the total amount of financial assistance disbursed under this Agreement, which consists of the City's Amount and the Consultant’s Amount.

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

  • 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.

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

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.