Upward Adjustment Amount definition

Upward Adjustment Amount has the meaning set forth in Section 1.6(e).

Upward Adjustment Amount has the meaning set forth in Section 2.13(a)(ii).

Upward Adjustment Amount shall exist to the extent (if any) of the positive difference between (w) the Final Exchange Value and (x) the Exchange Value originally calculated and used for such Exchange (the “Original Exchange Value”); and a “Downward Adjustment Amount” shall exist to the extent (if any) of the positive difference between (y) the Original Exchange Value and (z) the Final Exchange Value.

Examples of Upward Adjustment Amount in a sentence

• If the Net Adjustment Amount is positive (such amount, the “Upward Adjustment Amount”), then Buyer shall pay to the Seller Representative (for the benefit of the Sellers), an amount equal to the lesser of (i) the Upward Adjustment Amount and (ii) the Adjustment Escrow Amount within five (5) Business Days from the date on which the Net Adjustment Amount is finally determined pursuant to this Section 4.2.

• Following the Closing Date, each Company Seller shall have the right to receive in cash, without interest, payment of such Company Seller’s Distributive Portion of (i) the Representative Expense Amount (or any remaining portion thereof), if any, (ii) the Upward Adjustment Amount, if any, and (iii) the Adjustment Escrow Amount (or any remaining portion thereof), if any.

• Following the Closing Date, the Blocker Seller shall have the right to receive in cash, without interest, payment of such Blocker Seller’s Distributive Portion of (i) the Representative Expense Amount (or any remaining portion thereof), if any, (ii) the Upward Adjustment Amount, if any, and (iii) the Adjustment Escrow Amount (or any remaining portion thereof), if any.

More Definitions of Upward Adjustment Amount

Upward Adjustment Amount has the meaning set forth in SECTION 2.3(e).

Upward Adjustment Amount means the sum of (1) Closing Net Tangible Assets minus (2) Base Net Tangible Assets plus (3) Closing Cash, in each case of clauses (1), (2) and (3) as reflected in the Closing Statement, plus (4) $50,000,000.

Upward Adjustment Amount means the amount by which the Final Consideration exceeds the Estimated Consideration.

Upward Adjustment Amount means an amount equivalent to the lesser of (a) the Scheduled Holding Amount less the Actual Holding Amount, and (b) the amount then standing to the credit of Custody Account XVI at such time;

Upward Adjustment Amount as defined in Section 2.6(e).

Upward Adjustment Amount has the meaning set forth in Section 3.3(d)(i).

Upward Adjustment Amount means an amount equal to the sum of (a) the amount of any decrease of the aggregate amount of regulatory liabilities for excess federal accumulated deferred income Taxes resulting from the Tax Cut and Jobs Act of 2017 plus (b) the amount of any increase of the aggregate amount of regulatory assets for state accumulated deferred income Taxes resulting from the change in the Qualified New York Manufacturing Exemption, in the case of clauses (a) and (b), arising solely as a result of an action or determination by a Governmental Authority between the date hereof and the Closing Date in connection with the resolution of the ongoing Tax proceeding involving the Company or the regulatory approval of the transactions contemplated herein.