True-Up Adjustment Amount definition

True-Up Adjustment Amount means an amount (which may be a positive or negative number) equal to: (a) the Closing True-Up Amount; minus (b) the Base True-Up Amount.

True-Up Adjustment Amount means a number of shares of Class A Common Stock equal to the difference between (i) the number of shares of Class A Common Stock that would have been paid to or withheld from a Holder pursuant to a Liquidation Adjustment in connection with a contingent Election of Exchange tendered by a Holder pursuant to Section 2.1(c) utilizing the average price of shares of Class A Common Stock sold by a Holder in connection with the satisfaction of the contingency that triggered the Exchange (“Transaction Price”) and (ii) the Initial True-up Amount.

True-Up Adjustment Amount means (i) if the Closing occurs on or before December 31, 2010, an amount equal to (A) one-third of the True-Up Amount determined in January 2011 by Safe Harbor management in good faith consistent with past practice, multiplied by (B) a fraction, the numerator of which is the number of days in 2010 preceding the Closing Date, and the denominator of which is 365; and (ii) if the Closing occurs after December 31, 2010, zero.

Examples of True-Up Adjustment Amount in a sentence

• No later than three (3) Business Days prior to the Closing Date, Seller shall provide to Buyers a closing statement (the “Estimated Closing Statement”), setting forth Seller’s good faith estimates of the Closing Date Indebtedness, and based thereon an estimate of the Final Purchase Price (pursuant to the calculation of purchase price set forth in Section 1.3(a) but excluding the Net Working Capital Adjustment Amount and the True-Up Adjustment Amount) (the “Estimated Purchase Price”).

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “ Final Purchase Price ”).

• No later than three (3) Business Days prior to the Closing Date, Seller shall provide to Buyers a closing statement (the “ Estimated Closing Statement ”), setting forth Seller’s good faith estimates of the Closing Date Indebtedness, and based thereon an estimate of the Final Purchase Price (pursuant to the calculation of purchase price set forth in Section 1.3(a) but excluding the Net Working Capital Adjustment Amount and the True-Up Adjustment Amount) (the “ Estimated Purchase Price ”).