Transaction Adjustments definition

Transaction Adjustments means the fees and expenses incurred in connection with consummating the Transaction, the issuance of the Parent Notes, the consent solicitation relating to the Parent Notes, the fees, expenses and prepayment penalties and call or tender premiums associated with retirement of Indebtedness (including repurchasing the Subordinated Notes), management transaction bonuses, the Monitoring Agreement Buyout Payment, and any legal, advisory and other fees and expenses incurred by the Borrower in connection with consummating the Transaction and such related transactions and with assisting certain shareholders of Parent in conducting a secondary offering of Parent’s Capital Securities in conjunction with the Planned IPO, such Transaction Adjustments in an aggregate amount not to exceed $50,000,000.
Sample 1
Transaction Adjustments means those adjustments to certain financial terms and computations contained herein in connection with the making of Acquisitions and Dispositions, as from time to time agreed to by the Administrative Agent and the Borrower.
Sample 1
Transaction Adjustments means the following expenses incurred in connection with consummating the Transaction, including prepayment penalties and call premiums associated with retirement of Indebtedness, write-off of deferred financing fees associated with retirement of Indebtedness, fees and expenses associated with repurchasing the existing senior notes pursuant to the Solicitation, management change of control and signing bonuses, expenses relating to directors and officers and employment practices insurance coverage for liabilities incurred prior to the Transaction, any legal, advisory and other fees and expenses incurred by the Borrower in connection with consummating the Transaction plus any lease payments or acquisition costs in connection with the Leased Assets to be purchased in connection with the Transaction pursuant to Section 5.1.3.
Sample 1

Examples of Transaction Adjustments in a sentence

  • The adjustment reflected under Transaction Adjustments was calculated using the units-of-production method under the successful efforts method of accounting (in thousands).

  • Transaction Adjustments – The Contractor and/or retailer/TPP can initiate an adjustment to resolve error and out-of-balance related to system problems.

  • Additional Terms applicable to the Transaction: Adjustments applicable to the Warrants: Method of Adjustment: Calculation Agent Adjustment.

  • Below is a description of the types of adjustments represented in the Sunflower Fiscal Period Alignment and Sunflower Transaction Adjustments columns.

  • The loan bears interest based on 3-month Libor rates, with a rate of 1.73% as of December 31, 2015 (September 30, 2015 - 1.75%).

  • The impact of this change to the Income Statement is not material.Although Foreign Currency Transaction Adjustments was conventionally included and disclosed on Assets, it is disclosing on Shareholders' Equity as a deduction item in this consolidated accounting period.

  • British Columbia Power Exchange Corp., et al., 125 FERC ¶ 61,016, at P 32 (2008).

  • Unaudited Pro Forma Condensed Combined Balance Sheet Acquisition Transaction Adjustments Preliminary purchase price allocationGPM has performed a preliminary valuation analysis of the fair market value of the assets and liabilities of the Acquired Operations.

  • Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, are as follows: Transaction Adjustments (AA) Reflects the recognition of stock-based compensation expense of $468 thousand related to Getaround RSUs that vest upon the passage of time as well as the consummation of the Business Combination.

  • As of June 30,2021 Transaction Adjustments Adjusted BalanceWrite-off of historical equity and pay-off of debt, net of cash on hand: Third-party notes payable, current, net$ (6.4)$ 6.4 (5) Represents the elimination of Mirion’s historical equity.

Related to Transaction Adjustments

  • 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.

  • 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).

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

  • Substitution Adjustment Amount As defined in Section 2.03.

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

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

  • 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.

  • 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:

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

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Adjustments are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

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

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

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

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

  • 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:

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

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

  • 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.

  • 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.

  • Adjusted means lost values are not included in the calculation of the prior year’s taxes and new values are not included in the current year’s taxable values.

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

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

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.