Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).
Settlement Price means the agreed upon price at which to purchase and sell a specified type and quantity of a commodity.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Initial Exercise Price shall have the meaning set forth in Section 2.4.1.
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.
Conversion Amount means the sum of the Stated Value at issue.
Make-Whole Price with respect to any Notes to be redeemed, means an amount equal to the greater of:
Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.
Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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:
Disputed means, with respect to any Claim or Interest, any Claim or Interest that is not yet Allowed.
Disputed Item has the meaning set forth in Section 2.05(b).
Call Notice shall have the meaning specified in Section 1.1 of the Warrant Agent Agreement.
Adjusted Price means the Unit Price, for a particular Pharmaceutical in any Relevant Period, divided by two;
Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.
SOFR Determination Time means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.
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.
Tax Adjustment has the meaning set forth in Section 4.7.
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.