Adjustment to Applicable Purchase Price Sample Clauses

Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [***], (provided, however, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays.
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Adjustment to Applicable Purchase Price. The Applicable Purchase Price for the Combo Clinical Diagnostic Assay shall be adjusted pursuant to the process set forth in Section 3.1.6(c).
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Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [CONFIDENTIAL TREATMENT REQUESTED], (PROVIDED, HOWEVER, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays.
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Related to Adjustment to Applicable Purchase Price

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Base Purchase Price 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3

  • Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

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

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

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