Capital Adjustments definition

Capital Adjustments. For purposes of this Agreement, Book Value Per BVAR shall be adjusted as follows:
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Examples of Capital Adjustments in a sentence

  • B-8 4.4 Capital Adjustments................................................

  • Any delivery of shares or other payment made or action taken hereunder by PNC in good faith to or on the instructions of Optionee’s executor, administrator, or other legal representative shall extinguish all right to payment hereunder.3. Capital Adjustments.

  • The Closing Statement shall be prepared, and the Closing Working Capital (including the ARMCo Receivables Amount) shall be computed in accordance with the Principles and Procedures as adjusted by the Working Capital Adjustments.

  • Schedule 1.1(a) Building Addresses Schedule 1.1(c) Shut Down Costs Schedule 2.6(a) Holders of Funded Indebtedness Schedule 2.6(b) Working Capital Adjustments Schedule 3.2 Title to Shares Schedule 3.3 States of Qualification Schedule 3.4 Subsidiaries Schedule 3.5 Officers and Directors Schedule 3.6 Capital Stock; Title to Shares Schedule 3.7 Options, etc.

  • Notwithstanding the foregoing and in addition to the provisions of Subsections 4.01(a) - (e), if at any time within one year following Closing either party discovers any items which should have been included in the Net Working Capital Adjustments but which were omitted therefrom, or any error in the computation of such adjustments, or any items not previously capable of determination, such items or error shall be properly adjusted as of Closing without interest thereon.

  • Buyer shall be entitled to set off against the Minimum Deferred Purchase Price Payments (i) any adjustments to the Purchase Price based on a post-Closing reconciliation agreed upon by Buyer and Seller (including the Working Capital Adjustments calculated in accordance with Section 3.4 above and 12.1.5 below), and (ii) any amounts that become payable to Buyer by Seller and by the Guarantors in accordance with Sections 15.2 and 15.3 below.

  • Subsequent to the Closing, the Purchase Price will be adjusted by any Post Closing Working Capital Adjustments made pursuant to Section 2.06 below.

  • Working Capital Adjustments (leases) and Closure CostsSensitivity analysis was done using incremental changes to gold price, operating costs, capital expenditures and metallurgical recovery; the results of which are summarized in Table 1-6.

  • No Claim for indemnification under Section 9.01 may be made by an Acquiror Indemnified Party after determination of The Balance Sheet Adjustments and Working Capital Adjustments, as defined in the Escrow Agreement, unless and until, and only to the extent that, the amount of all Claims, in the aggregate, exceeds $300,000.00.

  • Capital Adjustments means any change that is made in, or other events that occur with respect to, the Company Stock without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, share split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company).

Related to Capital Adjustments

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

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

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • 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.

  • Target Working Capital Amount means $162,000,000.

  • Target Net Working Capital Amount means $0.