Sale Adjustment definition

Sale Adjustment means an adjusted amount of Equivalent DS1 CTs and an adjusted amount of Equivalent DS1 CMs which are no longer provided to the NDP Customer as a result of a Telephone Company Sale.
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Sale Adjustment means, with respect to any Sale Transaction, an amount equal the product of (i) the total remaining days in the CVR Measuring Period on the day the subject Sale Transaction closes and (ii) the quotient obtained by first dividing (A) the total proceeds from the Sale Transaction by (B) 15.0, and then dividing the resulting quotient by (C) 365 days. Example: Sale Transaction on March 31, 2009 for $500.0 million Sale Adjustment = 640 x (($500.0 / 15) / 365) = $58.45 million.
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Sale Adjustment means the net amount by which the proceeds from all bona fide open market sales of Parent Shares by an Investor Stockholder is less than the aggregate Closing Date Valuation of such Parent Shares.
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Examples of Sale Adjustment in a sentence

  • To the extent that interest accrues or a price adjustment occurs following the final determination of the Final Stock Sale Adjustment Amount, the parties hereto shall promptly make appropriate adjustments to such allocations, and such changed allocations shall then be the allocation that each party uses for all purposes, including the filing of any Tax Returns.

  • Notwithstanding the foregoing, no amount shall be paid pursuant to clauses (d) or (e) of this Section 2.9 until the Final Stock Sale Adjustment Amount is finally determined pursuant to Section 3.2(c).

  • On earlier to occur of (i) an Income Adjustment Event (as hereinafter defined) and (ii) a Sale Adjustment Event (as hereinafter defined), if any, the conversion price shall, on a one-time basis only, be decreased to eighty-seven and 50/100s percent (87.5%) of the conversion price in effect immediately prior to the Income Adjustment Event or the Sale Adjustment Event, as the case may be.

  • The Closing Second Share Sale Cash Consideration, as adjusted by the Post-Closing Second Share Sale Adjustment, shall be the “Final Second Share Sale Cash Consideration”, and the “Final Second Share Sale Consideration” shall mean the Final Second Share Sale Cash Consideration plus the Second Share Sale Stock Consideration.

  • CMCT may terminate any FCCR Relief Period at any time by notice to Administrative Agent including evidence of the achievement of a Consolidated Fixed Charge Coverage Ratio exceeding 1.05 to 1.00 (calculated without an Asset Sale Adjustment).

  • In the event the pricing terms agreed to by Macquarie differ from those negotiated by Fuels or LW and offered to Macquarie, Macquarie shall utilize the price negotiated by Macquarie and offered to Macquarie for purposes of calculating the Aggregate Product Sale Receipts for purposes of computing the Monthly Product Sale Adjustment.

  • If the Post-Closing First Share Sale Adjustment is a negative amount, then Parent (or such Subsidiary of Parent designated by Parent to which such obligations were assigned) shall pay in cash to Purchaser (acting on behalf of the First Share Sale Purchasers) the absolute value of the amount of the Post-Closing First Share Sale Adjustment.

  • The Escrowed Continuing Shares, are therefore released from the escrow for the Share Sale Adjustment provided for in Section 1.7.2 of the 1995 Agreement and the Share Escrow Holder is authorized and directed in accordance with Section 7.1 of the Paying Agent Agreement to release and deliver such Escrowed continuing Shares and the Escrowed Stock Powers to the Shareholder Representative to hold such Continuing Shares and Escrowed Stock Powers as provided in the Paying Agent Agreement.

  • DISTRIBUTOR Provident Distributors, Inc., an affiliate of PNC, acts as the Trust's distributor (the "Distributor").

Related to Sale Adjustment

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

  • 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.

  • Lot line adjustment means the relocation of the property boundary line in a

  • True-Up Adjustment means any Semi-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.

  • Value Adjustments means cash lending revenues and other revenues on collateral in respect of a Series of ETP Securities.

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

  • 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;

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

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • 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;

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • 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.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • 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:

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

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

  • 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.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Interest Adjustment Rate means the interest adjustment rate assigned to the Security. The initial Interest Adjustment Rate is the interest adjustment rate specified in the Table (the "Initial Interest Adjustment Rate").The Issuer may adjust, in its reasonable discretion pursuant to §315 BGB and in consideration of the relevant capital market practice and by acting in good faith (including market interest rates and the interest-rate expectations of the market), the Interest Adjustment Rate, including the Initial Interest Adjustment Rate, on any Scheduled Trading Day within the range (deviation (+) or (-)) specified in the Table for any given Security. The adjusted rate will be published without undue delay in accordance with §12.

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