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 has the meaning specified in Section 4.5(c)(i).

Examples of Upward Adjustment Amount in a sentence

• In the planning period, the government makes a decision concerning a climate-proof freshwater supply and salinisation, including any possible infrastructure measures that this may require.Measures for freshwater supply, including the necessary funding, will be included in the Delta Act.

• If the Merger Consideration, as finally determined pursuant to this Section 1.9, exceeds the Estimated Merger Consideration (such excess, the “Upward Adjustment Amount ”): (i) Parent shall promptly (but in any event within five (5) Business Days of the final determination of the Merger Consideration) pay the Upward Adjustment Amount to Seller; and (ii) Parent and Seller shall jointly instruct the Escrow Agent to distribute the remainder of the Merger Consideration Adjustment Escrow Amount to Seller.

• Both campuses of Altura College are wheelchair accessible.We encourage prospective students to contact the Director of Education to inquire about specific accommodations.On-Campus Housing - Not AvailableAltura College does not provide on-campus housing.

• Section 1.11(a)(ii) of the Product Purchase Agreement is hereby amended and restated in its entirety as follows: (ii) the Upward Adjustment Amount, as provided in Section 1.13(c)(iii) (or, if applicable, minus the Downward Adjustment Amount, as provided in Section 1.13(c)(ii)), provided that such Downward Adjustment Amount, if any, is not included in the Equity Consideration Reduction, if any);”.

• The Adjustment Statement so revised shall be deemed to set forth the final, conclusive and binding Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses and Final Closing Cash, in each case, for purposes of this Agreement (including the determination of the Downward Adjustment Amount or Upward Adjustment Amount, as applicable).

More Definitions of Upward Adjustment Amount

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.

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

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

Upward Adjustment Amount is defined in Section 1.4(f) of this Agreement.

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 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 excess 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.

Upward Adjustment Amount is defined in Section 2.6(f).