Adjustments to Purchase Price definition

Adjustments to Purchase Price. Attached hereto as Exhibit "B" is a schedule reflecting certain adjustments to be made to the Purchase Price. As shown in said schedule, the adjusted purchase price is $3,409,001.76 ("Adjusted Purchase Price").
Sample 1
Adjustments to Purchase Price means an amount equal to the sum total of (a) the aggregate amount of the SAR Payments to be paid to the Company’s employees pursuant to Section 2.3, plus (b) the aggregate amount of Success/Retention Bonuses to be paid to the Company’s employees pursuant to Section 2.4, plus (c) the Jefferies Payments, plus (d) the aggregate gross amount of the 1.45% Medicaid tax payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, plus (e) the aggregate gross amount of tax imposed under Federal Insurance Contribution Act payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, plus (f) any prepayment fees, makewhole payments, premiums, penalties or expenses that are required to retire the Indebtedness of the Company at Closing pursuant to Section 2.2(c), plus (g) the Estimated Net Settlement Amount, plus (h) the principal and accrued and unpaid interest under any loans extended to a holder of SARs under the SAR Plan after June 30, 2011 that are outstanding at the Closing, less (i) the proceeds received by the Company or its Subsidiaries prior to Closing in respect of the repayment of principal and accrued and unpaid interest under any outstanding loans extended to a holder of SARs under the SAR Plan after June 30, 2011.
Sample 1
Adjustments to Purchase Price set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
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Examples of Adjustments to Purchase Price in a sentence

  • Section 2.1. Purchased Assets 9 Section 2.2. Excluded Assets 11 ARTICLE III — CONSIDERATION Section 3.1. Purchase Price 11 Section 3.2. Escrow Amount 11 Section 3.3. Post Closing Adjustments to Purchase Price.

  • Adjustments to Purchase Price, Number of Shares or Number of Rights............................16 Section 12.

  • Adjustments to Purchase Price 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.01.

  • The Counsel Entities hereby irrevocably and unconditionally undertake and agree to be jointly and severally liable to the Seller for the due and punctual payment in full of the cash portion of the Purchase Price (including, but not limited to, any adjustments pursuant to Section 2.3(c) and 2.3(d) of the Asset Purchase Agreement (Post-Closing Adjustments to Purchase Price)) when the same shall become due and payable in accordance with the appropriate provisions of the Asset Purchase Agreement.

  • Adjustments to Purchase Price, Number of Shares or Number of Rights.........................................................18 Section 12.

  • The Allocation Schedule may be revised, from time to time, by the mutual written consent of Seller and Buyer, so as to reflect adjustments, if any made pursuant to Sections 2.4 (Adjustments to Purchase Price) through 2.6 (Post-Closing Adjustment) and Section 8.5(g).

  • Adjustments to Purchase Price, Number of Shares or Number of Rights..........................16 Section 12.

  • Accounting Adjustments 55 Section 13.1. Adjustments for Revenues and Expenses 55 Section 13.2. Estimated Purchase Price Adjustment Procedure 56 Section 13.3. Final Purchase Price Adjustment Procedure 57 Section 13.4. Adjustments to Purchase Price 58 Article XIV.

  • Adjustments to Purchase Price ..........................................

  • Adjustments to Purchase Price..............................................


More Definitions of Adjustments to Purchase Price

Adjustments to Purchase Price means an amount equal to the sum total of (a) the aggregate amount of the SAR Payments to be paid to the Company’s employees pursuant to Section 2.3, which the Company estimates to be $366,746,173, plus (b) the aggregate amount of Success/Retention Bonuses to be paid to the Company’s employees pursuant to Section 2.4, which the Company estimates to be $78,242,643, plus (c) the Jefferies Payments, plus (d) the aggregate gross amount of the 1.45% Medicaid tax payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, which the Company estimates to be $6,702,119, plus (e) the aggregate gross amount of tax imposed under Federal Insurance Contribution Act payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, which the Company estimates to be $983,434, plus (f) any prepayment fees, makewhole payments, premiums, penalties or expenses that are required to retire the Indebtedness of the Company at Closing pursuant to Section 2.2(c), plus (g) the Estimated Net Settlement Amount, plus (h) the principal and accrued and unpaid interest under any loans extended to a holder of SARs under the SAR Plan after June 30, 2011 that are outstanding at the Closing, less (i) the proceeds received by the Company or its Subsidiaries prior to Closing in respect of the repayment of principal and accrued and unpaid interest under any outstanding loans extended to a holder of SARs under the SAR Plan after June 30, 2011.”
Sample 1

Related to Adjustments to Purchase Price

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price has the meaning set forth in Section 2.1.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Adjustments are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.