Amount of the Aggregate Purchase Price Sample Clauses

Amount of the Aggregate Purchase Price. Buyer shall purchase and acquire the Shares from the Sellers in exchange for: (a) an amount in cash equal to: (i) €24,400,000 (which is based on a purchase price of $30,000,000 converted at an exchange rate of $1.2295 to the euro), plus (ii) the Net Closing Cash, minus (iii) the Transaction Fees, minus (iv) the Change in Control Payments, plus (v) the amount, if any, by which the Working Capital Amount exceeds the Target Average Working Capital; minus (vi) the amount, if any, by which the Target Average Working Capital Amount exceeds the Working Capital Amount (the “Cash Consideration”); plus (b) a number of shares of Buyer Common Stock equal to (i) €18,100,000 divided by (ii) the Buyer Per Share Price as of the Business Day immediately prior to the Closing Date (the “Stock Consideration” and, together with the Cash Consideration, the “Aggregate Purchase Price”). 1.3 Determination of the Cash Consideration. (a) Attached as Exhibit B is (i) an unaudited consolidated pro forma balance sheet for A2iA and its Subsidiaries as of March 31, 2018 reflecting itemized calculations of the Current Assets, Current Liabilities, Working Capital Amount and Closing Cash; and (ii) a statement setting forth the payees and amounts with respect to all Closing Debt, Convertible Bond Consideration, Class A Dividend, Transaction Fees and Change in Control Payments (the “Closing Balance Sheet”). A2iA has prepared the Closing Balance Sheet in good faith based upon A2iA’s historical practice and in accordance with French GAAP consistently applied. (b) Buyer has reviewed the Closing Balance Sheet with access to the working papers and personnel of A2iA provided by A2iA relating to the Closing Balance Sheet as reasonably requested by Buyer. (c) For the avoidance of doubt, Buyer’s sole recourse for any inaccuracies in the Closing Balance Sheet or any Closing Debt, Convertible Bond Consideration, Class A Dividend, Transaction Fees and Change in Control Payments in excess of those set forth on the Closing Balance Sheet shall be pursuant to Sections 7.2(a)(iii) and 7.2(a)(iv).
Sample 1
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Amount of the Aggregate Purchase Price. Buyer shall purchase and acquire the Shares from the Sellers in exchange for:
Sample 1

Related to Amount of the Aggregate Purchase Price

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Aggregate Principal Amount The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this First Supplemental Indenture shall be unlimited; provided that the Obligor complies with the provisions of this First Supplemental Indenture.

  • Payment of the Aggregate Exercise Price Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Notice of Exercise, by the following methods:

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Aggregate Amount The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Third Supplemental Indenture shall be U.S.$750,000,000. As provided in the Original Indenture, the Company may, from time to time, without the consent of the Holders of Notes, issue Add On Notes having identical terms (including CUSIP, ISSN and other relevant identifying characteristics as the Notes), so long as, on the date of issuance of such Add On Notes: (i) no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Notes and shall have identical terms, conditions and benefits as the Notes and be part of the same series as the Notes, (iii) the Company and the Trustee shall have executed and delivered a further supplemental indenture to the Indenture providing for the issuance of such Add On Notes and reflecting such amendments to the Indenture as may be required to reflect the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes, (iv) Petrobras and the Trustee shall have executed and delivered an amended Standby Purchase Agreement reflecting the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes and (v) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by the Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued hereunder will, when issued, be considered Notes for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture.

  • Maximum Advance Amount The amount of an Advance requested by the Company shall not exceed the Maximum Advance Amount. In addition, in no event shall the number of shares issuable to the Investor pursuant to an Advance cause the aggregate number of shares of Common Stock beneficially owned by the Investor and its affiliates to exceed nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company. For the purposes of this section beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

  • Purchase Price Credit Adjustments If on any day:

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