Acquisition Purchase Price Sample Clauses

Acquisition Purchase Price. (a) The Sellers represent and warrant that the Sellers hold, jointly, beneficially and of record, and as tenants by the entirety, 30,000, shares of common stock, par value $1.00 per share of SAI (the “SAI Common Stock”), which shares of SAI Common Stock (the “Shares”) represent 100% of the issued and outstanding Equity Securities of SAI. (b) On the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell, assign, transfer and deliver to the Company, free and clear of all Liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, some or all of the Shares, as set forth herein. (c) The Shares shall, subject to the terms and conditions herein, be acquired by the Company in two Closings (as defined below), with the Company to acquire 80% of the Shares, being 24,000 Shares (the “First Closing Shares”) at the First Closing (as defined below), and with the Company to have the option to acquire the remaining 20% of the Shares, being the remaining 6,000 Shares (the “Second Closing Shares”) at the Second Closing (as defined below). Each of the Closings shall be subject to the satisfaction or waiver of the conditions to such Closing as set forth herein, and the occurrence of the Second Closing shall be at the sole option of the Company, to be elected in the sole discretion of the Company. (d) Subject to the provisions herein, the purchase price for the First Closing Shares shall be $13,714,286.00 (the “First Purchase Price”). (e) Subject to the provisions herein, the purchase price for the Second Closing Shares shall be an amount equal to the product of (i) ten (10) and (ii) 20% of SAI’s final annual EBIDTA for the most recently completed fiscal year prior to the fiscal year in which the Second Closing is occurring (the “Second Purchase Price”). (f) For purposes herein, “EBITDA” shall be determined by the Company, and means with respect to SAI for any period, the Net Income (as defined below) of SAI;
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Acquisition Purchase Price. (a) On the Acquisition Closing Date and on the terms and subject to the conditions set forth in this Agreement, NPC shall purchase from Great Basin, and Great Basin shall sell to NPC, an Ownership Interest in the amount of NPC’s Ownership Percentage and SPPC shall purchase from Great Basin, and Great Basin shall sell to SPPC, an Ownership Interest in the amount of SPPC’s Ownership Percentage, in each case free and clear of all Liens (other than Permitted Liens). (b) The purchase price of the Ownership Interest acquired at Acquisition Closing by (i) NPC shall be equal to the aggregate of all costs set forth on the Cost Detail Statements (as adjusted by the Cost Detail Reconciliation Statements) of the Parties multiplied by NPC’s Ownership Percentage (the “NPC Purchase Price”) and (ii) SPPC shall be equal to the aggregate of all costs set forth on the Cost Detail Statements (as adjusted by the Cost Detail Reconciliation Statements) of the Parties multiplied by SPPC’s Ownership Percentage (the “SPPC Purchase Price”).
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Acquisition Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Allied shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Allied, all of Allied’s right, title and interest in and to its entire membership interest in Newco (the “Newco Membership Interest”) free and clear of all Liens, which shall constitute 100% of the membership interests in Newco.
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Acquisition Purchase Price. The Administrative Agent shall have received evidence that the purchase price for the Acquisition shall not exceed $110,000,000 and the aggregate amount of fees and expenses payable in connection with the consummation of the Acquisition shall not exceed $4,000,000.
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Acquisition Purchase Price. 3- Act...........................................................................................-3- Additional Radio Stations.....................................................................-3- Affiliate.....................................................................................-4- Ancillary FCC Applications....................................................................-4- Ancillary FCC Grants of Consent...............................................................-4-
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Acquisition Purchase Price. The Base Purchase Price will be increased by an amount equal to $4,867,589, which is the total purchase price paid pursuant to the Phoenix Purchase Agreement.
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Acquisition Purchase Price. Urologix shall deliver the Call Price or Put Price, as applicable, in the manner described in Section 4.2 and satisfy the other conditions specified in Section 4.2.
Sample 1
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Acquisition Purchase Price. (a) The purchase price (the "Purchase Price") for the Shares and Convertible Securities shall be determined as set out in Schedule E attached hereto. The Purchase Price will be: (i) subject to adjustment as provided in the Securities Purchase Agreement, and (ii) paid in accordance with the provisions of the Securities Purchase Agreement. (b) Within 15 days of the Pre-Notice Date (as extended as provided herein), SB shall provide the Optionee with: (i) such financial information as is appropriate upon which to base the Purchase Price calculations, current up to and including the Pre-Notice Date, which will include the consolidated balance sheet of SB and its Subsidiaries for the 365 days preceding and including the Pre-Notice Date and the related consolidated statements of income, stockholders’ equity and cash flows of SB and its Subsidiaries for such fiscal period (the "Trailing Financials"), prepared in accordance with GAAP (apart from end of year adjustments and notes to the financial statements) applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, ‎judgments and valuation and estimation methodologies that were used in the preparation of the Company's most recent audited or reviewed financial statements, and certified by the chief financial officer and chief executive officer of SB that they fairly present, in all material respects, the financial condition of SB and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (ii) SB's calculation of the Purchase Price shall be determined as at the Pre-Notice Date, as described in Schedule E hereto. The Purchase Price shall be converted from United States to Canadian dollars at the average of the rates set by the Bank of Canada on the third Business Day prior to the date of the Pre-Notice for its conversion of Canadian dollars to U.S. dollars and for its conversion of U.S. dollars to Canadian dollars; (iii) SB's calculation of the Estimated Current Indebtedness, Estimated Cash Position and Estimated Target Working Capital as at the Pre-Notice Date, including a statement setting forth the calculations for each such value based on the information contained in the Trailing Financials. The Estimated Target Working Capital will be used to adjust the Purchase Price as contemplated in the Securities Purchase Agreement; and (iv) the additional amount of the Purchase Price, if a...
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Acquisition Purchase Price 
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Related to Acquisition Purchase Price

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero. (b) The purchase price for securities (other than the capital stock of any Acquired Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the Assuming Institution shall be the market value thereof as of Bank Closing, which market value shall be (i) the market price for each such security quoted at the close of the trading day effective on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such market price is not available for any such security, the Assuming Institution will submit a bid for each such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from the Assuming Institution, each such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder. (c) Qualified Financial Contracts shall be purchased at market value determined in accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Institution.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Acquisition Price The aggregate acquisition price for the JET Shares shall be one share of Common Stock $.001 par value per share, of Buyer, issued by the Buyer, for every one JET Shares transferred hereunder (the "EYEQ Shares"). The acquisition price will be equitably adjusted for any stock splits, reverse stock splits, stock combinations or recapitalizations of Buyer which occur after August 7, 1998 and prior to closing as set forth in Section 3 hereof.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Aggregate Purchase Price (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

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