Issue Price and True Up Sample Clauses

Issue Price and True Up. Buyer or Issuer may elect to pay up to Five Million U.S. Dollars ($5,000,000.00) of the Goodwill Price (the “LMP Stock Consideration Value”) in the form of common stock of LMP Automotive Holdings, Inc., a Delaware corporation (NASDAQ: LMPX, the “LMP Stock”), calculated at a price per share (rounded down to the nearest whole share, the “Issue Price”) equal to the average price per share of LMP Stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the Closing Date. If, during the period beginning seven (7) calendar months following the Closing Date and ending eight (8) calendar months following the Closing Date (the “True Up Period”), the closing price of the LMP Stock as reported by NASDAQ does not equal or exceed the Issue Price on any single day during the True Up Period, Buyer or Issuer shall pay to Seller in cash within five (5) days after receiving notice from Seller of such deficiency in the LMP Stock price at any time during the True Up Period or within thirty (30) days of the end of the True Up Period, the difference between (A) (I) the Issue Price per share multiplied by (II) the total number of shares of LMP Stock issued to the Seller on the Closing Date, minus (B) (I) the average of the closing sales prices of the LMP Stock as reported by NASDAQ during the True Up Period multiplied by (II) the total number of shares of LMP Stock issued to the Seller on the Closing Date regardless of whether or not Seller actually sells or transfers any shares of LMP Stock issued to Seller hereunder prior to the end of the True Up Period at a price per share equal to or higher than the Issue Price per share,; and provided that, in the event Seller actually sells or transfers any shares of LMP Stock issued to Seller hereunder prior to the end of the True Up Period at a price per share that is less than the Issue Price per share, Buyer or Issuer shall pay to Seller in cash within thirty (30) days of the end of the True Up Period the difference between (C)(I) each such sales price, multiplied by the number of shares sold at each such price, and (C)(II) the Issue Price per share multiplied by the number of shares sold at each such price.
Sample 1
AutoNDA by SimpleDocs

Related to Issue Price and True Up

  • Purchase Price and Terms of Payment A. The purchase price (“Purchase Price”) for the Property shall be Seven Million and 00/100 Dollars ($7,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • 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.”

  • Exercise Price Adjusted As used in this Warrant, the term "Exercise Price" shall mean the purchase price per share specified in Section 3 of this Warrant, until the occurrence of an event stated in subsection (a), (b) or (c) of this Section 5, and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No such adjustment under this Section 5 shall be made unless such adjustment would change the Exercise Price at the time by $.01 or more; provided, however, that all adjustments not so made shall be deferred and made when the aggregate thereof would change the Exercise Price at the time by $.01 or more. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of increasing the Exercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock. The number of shares of Common Stock subject hereto shall increase proportionately with each decrease in the Exercise Price.

  • Purchase Price and Payment Terms The purchase price for all the Assets is as follows, $2,000,000 worth of Companies restricted shares at closing by issuing 2,000,000 shares of pre reverse, CRT stock.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Purchase Price and Terms The total Purchase Price for the Property (subject to adjustment as provided herein) shall be $17,997,000, of which $17,697,000 shall be allocated to the main shopping center and $300,000 to the outlot. The Purchase Price shall be payable in cash at Closing.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!