Consideration Adjustment has the meaning specified in Section 2.4(d).
Consideration Adjustment has the meaning given in Clause 7.2;
Consideration Adjustment has the meaning set forth in Section 1.4(a).
Examples of Consideration Adjustment in a sentence
Subject to the Consideration Adjustment Subsection below, total consideration payable to Contractor for satisfactory performance of the work under this Contract is up to a maximum of $ , including any and all expenses.
An announcement will be published on SENS, ANS and, where required, in the South African press as soon as possible after any Ordinary Share Scheme Cash Consideration Adjustment.
Subject to the Consideration Adjustment Subsection below, total consideration payable to Contractor for satisfactory performance of the work under this Contract is $ up to a maximum of , including any and all expenses.
As stated in the Announcements, upon the Completion of the Sale and Purchase Agreement on 31 August 2012, the Company allotted and issued 251,833,333 Consideration Shares, 75,550,000 of which (representing 30% of the Consideration Shares) were released to the Vendor and the remaining 176,283,333 (representing 70% of the Consideration Shares) are held in escrow by the escrow agent(s) (“Existing Escrow Shares”) and will be released to the Vendor after the fulfillment of the Consideration Adjustment.
Subject to the Consideration Adjustment Subsection below, total consideration payable to Contractor for satisfactory performance of the work under this Contract is up to a maximum of $«New ».00, including any and all expenses.
More Definitions of Consideration Adjustment
Consideration Adjustment means Class A-1 Common Units representing nine percent (9%) of the Equity Consideration (including any additional Class A-1 Common Units issued pursuant to Section 2.10(a)); (y) “Liquidity Event” means (i) a Sale of the Company (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) in which the aggregate proceeds (taking into account any escrows, holdback releases, earnouts and similar payments) to the Transferor or its Affiliates is less than the Base Platform Purchase Price or (ii) an Initial Public Offering (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) in which the aggregate proceeds (including marketable securities) to the Transferor or its Affiliates is less than the Base Platform Purchase Price; and (z) “Dividend” means the payment of any dividend or other distribution to the Members (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) of the Company (other than Tax Distributions (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of the Transferee) made in the ordinary course of business consistent with past practice). For U.S. federal (and applicable state and local) income Tax purposes, the Parties intend that the Consideration Adjustment (including any adjustment thereto pursuant to this Section 2.10(b)) shall constitute an adjustment to the Equity Consideration, and the Parties shall take such positions on their Tax Returns to the maximum extent permitted by Law. If, between the Closing and the Measurement Date, the outstanding equity interests of the Transferee shall have been increased, decreased, changed into or exchanged for a different number or kind of equity interests or securities solely as a result of a reorganization, recapitalization, reclassification, split or other similar change in capitalization, a proportionate adjustment shall be made to the Consideration Adjustment to give Transferor and the other Transferring Entities the same economic effect as contemplated by this Agreement prior to such event; provided that nothing contained in this sentence shall be construed to permit the Transferee to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement.
Consideration Adjustment means an adjustment to each of the Cash Consideration and the Option Consideration if, and only if, the Company Closing Common Equity is less than the Minimum Common Equity, whereby each of the Cash Consideration and the Option Consideration shall be reduced by (i) the excess of the Minimum Common Equity over the Company Closing Common Equity, divided by (ii) the Diluted Common Shares Outstanding. It is expressly understood and agreed that in implementing the Consideration Adjustment, if any, the amount of consideration to be delivered shall be reduced on a per share basis so as to give effect to the aggregate adjustments contemplated hereby. In the event of a Consideration Adjustment, reasonably in advance of the Effective Time, the Purchaser shall prepare a “Consideration Adjustment Schedule” which shall illustrate the calculations of the adjusted Cash Consideration and adjusted Option Consideration after giving effect to the Consideration Adjustment, and such schedule shall be subject to the Company’s agreement, not to be unreasonably withheld.
Consideration Adjustment shall have the meaning ascribed to it in Section 2.2(b).
Consideration Adjustment has the meaning given in clause 3.4. control the power to direct the affairs of any person, directly or indirectly, by reason of ownership of voting shares, by contract or otherwise and “controlled” and “controlling” shall be construed accordingly. Core Business all of the businesses carried on by the NTL Group at Completion other than the Irish Cable Business. Core Group the NTL Group other than the Target Group. Data Room Documents the documentation relating to the Irish Cable Business (including, for the avoidance of doubt, the Business Plan), the Target Group Companies, the Additional Assets and, insofar as such information relates to the separation of the Irish Cable Business from the Core Business, the Core Group which was made available to the Buyer as listed in an index in the approved terms.
Consideration Adjustment means the following adjustment to the Aggregate Cash Consideration and Aggregate Stock Consideration: If the Aggregate Common Stock Cash Consideration would, in the absence of a Consideration Adjustment, be less than zero, then the Aggregate Stock Consideration shall be decreased by the number of shares of Parent Common Stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing the absolute value of the difference between the Aggregate Common Stock Cash Consideration (without giving effect to any Consideration Adjustment) and zero by the Parent Stock Price and the Aggregate Cash Consideration shall be increased by the product of the number of shares of Parent Common Stock by which the Aggregate Stock Consideration is decreased in accordance with the preceding clause (a) and the Parent Stock Price.
Consideration Adjustment means the sum of: (i) the Final Dividend Adjustment; (ii) the Final Interest-Bearing Debt Adjustment; and (iii) the Final Pre-Closing Earnings Adjustment.
Consideration Adjustment is defined in Section 3.1(b).