Second Adjustment definition

Second Adjustment. Amount has the meaning ascribed to such term in Section 2.3(b)(i).
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Second Adjustment is a fraction the numerator of which is the number of days in the 2005 calendar year prior to (and not including) the Closing Date and the denominator of which is 365.
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Second Adjustment means, (a) if there is a Final Resolution with respect to the matter set forth on Section 8.1(b) of the Seller Disclosure Letter (the “Second Specified Matter”) prior to the Closing and such Final Resolution results in the Company actually receiving prior to the Closing Date aggregate payments in excess of any amounts already taken into account as an asset with respect to such matter on the Company’s balance sheet set forth in the GAAP Financial Statements as of the March 31, 2024, a positive amount, if any, equal to 2/3rd of the amount of such excess and (b) otherwise, zero ($0).
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Examples of Second Adjustment in a sentence

  • If ▇▇▇▇ equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

  • Parent shall then calculate the "Second Adjustment to -------------------- Purchase Price" as follows: -------------- ▇▇▇▇ = SADV - FADV where ▇▇▇▇ is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.

  • If OHGI shall not obtain such approvals prior to the end of the First Adjustment Period or the Second Adjustment Period and the number of shares of OHGI Common Stock deliverable pursuant hereto exceeds 19.9% of the total number of shares of OHGI Common Stock outstanding on the date hereof or on the Issuance Date, OHGI shall pay cash in lieu of delivering any shares of OHGI Common Stock otherwise deliverable.

  • Parent shall then calculate the "Second Adjustment to Purchase Price" as follows: ▇▇▇▇ = SADV - FADV where ▇▇▇▇ is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.

  • Parent shall then calculate the "Second Adjustment to -------------------- Purchase Price" as follows: -------------- ▇▇▇▇ = SADV - FADV where ▇▇▇▇ is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Model; and FADV is the First Adjustment Date Value.

  • Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: ▇▇▇▇ = SADV - FADV where ▇▇▇▇ is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.

  • In the event any money remains in the Escrow Fund after the Second Adjustment Date, the Escrow Agent shall pay such money to the Shareholders.

  • The Second Adjustment Report shall set forth, in reasonable detail, the Second Dispute Firm’s determination with respect to the issues specified in the First Dispute Notice and the Second Dispute Notice, and the revisions, if any, to be made to the Valuation and the Adjustment Report together with supporting calculations.

  • The Second Adjustment determined pursuant to subsection (b) of this Section shall therefor be subject to further adjustment pursuant to the Rent Adjustment and Takeback Agreement.

  • For all purposes of this Agreement and any other Transaction Document, (i) with respect to the period from the Second Restatement Effective Date to the Second Adjustment Date, Schedule B shall mean Schedule B-2 hereto, Schedule C shall mean Schedule C-2, Schedule D shall mean Schedule D-2 hereto, Schedule CC NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*].


More Definitions of Second Adjustment

Second Adjustment means, (a) if there is a Final Resolution with respect to the matter set forth on Section 8.1(b) of the Seller Disclosure Letter (the “Second Specified Matter”) prior to the Closing and such Final Resolution results in the Company actually receiving prior to the Closing Date aggregate payments in excess of any amounts already taken into account as an asset with respect to such matter on the Company’s balance sheet set forth in the GAAP Financial Statements as of the March 31, 2024, a positive amount, if any, equal to 2/3rd of the amount of such excess and (b) otherwise, zero ($0). “Second Specified Matter” has the meaning set forth in the definition of Second Adjustment. “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the Preamble.
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