Share Adjustment Amount definition

Share Adjustment Amount means (a) zero dollars or (b) only if the Buyer Stock Consideration is reduced as provided for in the definition of Buyer Stock Consideration, an amount equal to the Average Per Share Price multiplied by the number of shares (for purposes of this calculation, rounded up to the nearest whole share) of Buyer Common Stock reduced pursuant to such option.

Share Adjustment Amount shall be equal to the quotient obtained by dividing (x) the difference obtained by subtracting (i) the product of (a) the Aggregate PNC Share Amount and (b) the Final PNC Share Value from (ii) the product of (a) 0.425 and (b) the sum of (1) the Aggregate Cash Amount, (2) Other Cash Consideration and (3) the product of the Aggregate PNC Share Amount and the Final PNC Share Value by (y) the Final PNC Share Value.

Share Adjustment Amount has the meaning assigned in Section 3.02(g).

Examples of Share Adjustment Amount in a sentence

• The Final Closing Working Capital, the Final Closing Indebtedness, the Final Closing Share Consideration, the Post-Closing Share Adjustment Amount and the Post-Closing Cash Adjustment Amount (collectively, the “Final Calculations”) shall be prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below.

• Notwithstanding any other provision of this Agreement to the contrary, the Aggregate FNFG Share Amount shall be increased by the Share Adjustment Amount (as defined in this Section 3.02(g)) and the Aggregate Cash Amount shall be decreased by the product of the Share Adjustment Amount and the Closing Price, where the “Share Adjustment Amount” shall be an amount equal to the increase in the Aggregate FNFG Share Amount required to secure the tax opinions required by Sections 7.02(c) and 7.03(c).

• The ratio shall be the quotient of (i) the Class A-1 Common Stock (as defined in the Original COI) outstanding on the pricing date of the initial public offering (the “IPO”) less the Share Adjustment Amount (as defined below) divided by (ii) the Class A-1 Common Stock outstanding on the pricing date of the IPO.

• If the Adjusted Net Debt at Closing exceeds the Adjusted Net Debt Threshold, then the number of Earthstone Shares shall be reduced by an amount equal to the Share Adjustment Amount (the amount of Earthstone Shares as reduced by the Share Adjustment Amount, the “Adjusted Stock Consideration” and the resulting adjusted Purchase Price, the “Adjusted Purchase Price”).

• If the pastor and the Session agree that the subjects to be discussed require it, or if the pastor is ill or is otherwise unable to be present, the pastor shall invite, with the concurrence of the Session, another teaching elder of the presbytery to preside.

More Definitions of Share Adjustment Amount

Share Adjustment Amount shall be an amount equal to the increase in the Aggregate FNFG Share Amount required to secure the tax opinions required by Sections 7.02(c) and 7.03(c). In the event that the Aggregate FNFG Share Amount and the Aggregate Cash Amount are adjusted as provided for in this Section 3.02(g), all references in this Agreement to the “Aggregate FNFG Share Amount” and the “Aggregate Cash Amount” shall refer to the Aggregate FNFG Share Amount and the Aggregate Cash Amount as adjusted in this Section 3.02(g).

Share Adjustment Amount means (a) zero dollars or (b) only if the Closing Stock Consideration is reduced as provided for in the definition of Closing Stock Consideration, an amount equal to the Buyer Closing Stock Price multiplied by the number of shares (for purposes of this calculation, rounded up to the nearest whole share) of Buyer Common Stock reduced pursuant to such option.

Share Adjustment Amount has the meaning ascribed to it in Section 4.8(d)(ii);

Share Adjustment Amount means that number of CEDC Shares (rounded upwards to the nearest integer) equal to (A) the Adjustment Amount divided by (B) the CEDC Share Issue Price.

Share Adjustment Amount which may be a positive or negative number, means (a) in the event that the Buyer 2016 Adjusted EBIT is greater than or equal to €125,000,000 and the MHPS 2016 Adjusted EBITDA is less than $98,400,000, the amount equal to the quotient obtained by dividing (i) the product of (A) the MHPS 2016 Adjusted EBITDA minus $98,400,000 multiplied by (B) ten (10), by (ii) the Buyer Ordinary Shares VWAP for the thirty (30) consecutive trading days ending on the sixth (6th) trading day immediately prior to the Closing Date converted into U.S. dollars (at the Average Exchange Rate over such thirty (30) trading day period), or (b) in the event that the MHPS 2016 Adjusted EBITDA is greater than $138,400,000, the amount equal to the quotient obtained by dividing (i) the product of (A) the MHPS 2016 Adjusted EBITDA minus $138,400,000 multiplied by (B) ten (10), by (ii) the Buyer Ordinary Shares VWAP for the thirty (30) consecutive trading days ending on the sixth (6th) trading day immediately prior to the Closing Date converted into U.S. dollars (at the Average Exchange Rate over such thirty (30) trading day period); provided that in no event shall the Share Adjustment Amount (i) be greater than 4,983,721 or (ii) be less than -4,450,364; provided, further, that in no event shall (A) Buyer issue Class B Shares pursuant to Section 2.07(d)(i) that would result in Seller and its Affiliates holding more than 29.5% of the outstanding voting securities (excluding treasury shares) of Buyer or (B) Seller be obligated to surrender Class B Shares pursuant to Section 2.07(d)(ii) that would result in Seller and its Affiliates holding less than 20.5% of the outstanding voting securities (excluding treasury shares) of Buyer.

Share Adjustment Amount means, for any adjustment event provided in Section 3.1(a) hereof, the total number of shares of Common Stock (or, in the case of a reclassification referred to in clause (D) in Section 3.1(a) hereof, the number of shares of other common stock of the Company issued pursuant thereto), or fraction thereof, that a holder who held one Contract Share immediately prior to such event would have after giving effect to the event causing such adjustment.

Share Adjustment Amount means, if the Maximum Consideration Shares is lower than the Base Line Number of Consideration Shares, an amount equal to the product of (i) the Average SD Share Price multiplied by (ii) the difference of Base Line Number of Consideration Shares minus the Maximum Consideration Shares (as of the date of execution of this Agreement $3,785,164 calculated by multiplying 252,580 shares of Purchaser's Shares multiplied by the Average SD Share Price). If the Maximum Consideration Shares is not lower than the Base Line Number of Consideration Shares, then the Share Adjustment Amount shall be zero.