Purchase Price and Adjustments Sample Clauses

Purchase Price and Adjustments. 2.2.1 The total purchase price for the Shares (the "Purchase Price") shall be an amount equal to One Million Eight Hundred Thousand Dollars ($1,800,000), subject to adjustment, as provided below. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire $800,000 in immediately available United States funds (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise shall be released in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment shall be reduced by an amount (the "Closing Date Payment Adjustment"), if positive, equal to the sum of (i) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve suc...

Purchase Price and Adjustments. (a) The aggregate purchase price for the Stock shall be an amount (the "Purchase Price") equal to (1) the Base Purchase Price, (2) either (x) increased by the difference between the Final Working Capital Amount and the Target Working Capital Amount, in the event the Final Working Capital Amount exceeds Target Working Capital Amount or (y) decreased by the difference between Target Working Capital Amount and the Final Working Capital Amount, in the event the Final Working STOCK PURCHASE AGREEMENT 11 EXECUTION VERSION Capital Amount is less than the Target Working Capital Amount, (3) either (x) increased by the net amount of cash funded to the Acquired Entities and ACS Defense (other than with respect to the Retained Business or the business conducted with respect to the Excluded Assets) by Seller and its Affiliates (other than the Acquired Entities and ACS Defense) between the Effective Date and the Closing Date ("Net Funded Cash") or (y) decreased by the net amount of cash swept from the Acquired Entities and ACS Defense (other than with respect to the Retained Business or the business conducted with respect to the Excluded Assets) by Seller and its Affiliates (other than the Acquired Entities or ACS Defense) between the Effective Date and the Closing Date ("Net Swept Cash"), and (4) decreased by the Post-Closing Outsourcing Adjustment Amount, if any, as determined in accordance with Section 5.14(b). (b) At the Closing, Buyer shall pay to Holdco an amount equal to (x) $588,000,000 minus (y) the Closing Date Outsourcing Adjustment Amount, if any, as determined in accordance with Section 5.14(a) (the "Base Purchase Price"). Such payment shall be made by wire transfer of immediately available funds in U.S. Dollars to an account designated by Seller to Buyer at least one business day prior to the Closing Date. (c) Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Buyer shall prepare and submit to Seller (x) a combined balance sheet of the Transferred Subsidiaries and their Subsidiaries as of the close of business on the Effective Date (the "Closing Balance Sheet"), on a pro forma basis taking into account the transactions contemplated by Section 2.4, together with Buyer's calculation of the Closing Working Capital (the "Proposed Final Working Capital Amount") (such calculation, together with the "Closing Balance Sheet" being referred to herein as the "Closing Date Statement") and (y) Buyer's calculation of Net Fund...

Purchase Price and Adjustments. As consideration for the sale of the Assets from the Seller to Buyer, subject to Section 6.3, Buyer shall pay to the Seller, in cash the total for this property as reflected on Exhibit C in immediately available funds subject to adjustment as provided herein, pursuant to written instructions provided and signed by the Seller to Buyer (collectively, the “Purchase Price”), with the Purchase Price provided herein and the purchase price contained in the Other Agreements aggregating a total purchase price paid by Buyer of $2,450,000.

Purchase Price and Adjustments. (a) The purchase price (the “Purchase Price”) for the Subject Interest shall be $13,095,362 (as such amounts may be adjusted in accordance with this Purchase Agreement). The Purchase Price shall be paid at the Closing in immediately available funds by wire transfer to a bank account designated by Seller. (b) The Purchase Price shall be (i) increased on a dollar-for-dollar basis by any Capital Contributions made by Seller, on or after the Signing Date but prior to the Closing Date, and (ii) reduced (but not below zero) on a dollar-for-dollar basis by any Proceeds received on or after the Signing Date but prior to the Closing Date. (c) Schedule 2.2(c) sets forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date. Seller shall deliver to Buyer: (i) no later than 15 Business Days prior to the Closing Date, Schedule 2.2(c), together with reasonable supporting documentation setting forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the date of such Schedule 2.2(c), and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions and Proceeds included on such Schedule 2.2(c); and (ii) on the Closing Date (as defined below), a revised Schedule 2.2(c), together with reasonable supporting documentation setting forth an updated description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the Closing Date, and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions made by Seller and Proceeds received with respect to such Subject Interest on or after the date of the updated Schedule delivered pursuant to Section 2.2(c)(i) and prior to the Closing Date.

Purchase Price and Adjustments. The Purchase Price, the ------------------------------ number of Units of Preferred Stock covered by each Right and the number of Rights outstanding are subject to adjustment from time to time, as provided in this Section 11: (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (ii) In the event any Person shall become an Acquiring Person or an Adverse Person, proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Units of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Units of Preferred Stock of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the then number of Units of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Preferred Stock (determined pursuant to Section 11(d)) on the date such Person became an Acquiring Person or an Adverse Person. Notwithstanding the foregoing, from and after the occurrence of such event, any Rights that are or were acquired or be...

Purchase Price and Adjustments. Section 3.1 Purchase Price 15 Section 3.2 Interim Financial Information 16 Section 3.3 Closing Statement and Closing Payment 16

Purchase Price and Adjustments. 15 2.3 The Closing.......................................................................... 17

Purchase Price and Adjustments. EXCISE AND PROPERTY TAXES; DEPOSIT .............................. 7 3.1

Purchase Price and Adjustments. Corporate Trust Closing Payment...............................37 Section 4.2 Corporate Trust Post-Closing Payments.........................38 Section 4.3 Banking Closing Payment.......................................40 Section 4.4 Banking Post-Closing Payment..................................41 Section 4.5 Adjustment to Payments for Expenses, Prepayments and Fees...

Purchase Price and Adjustments. Section 2.2(a) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: (a) The aggregate consideration payable by Purchaser to Seller for the Membership Interests (the “Purchase Price”) shall consist of $387,730,870.00 (the “Base Purchase Price”) plus or minus, as the case may be, the difference between the Net Working Capital as of the Effective Date and the Net Working Capital as of the Balance Sheet Date. For the avoidance of doubt, if Net Working Capital as of the Effective Date is greater than the Net Working Capital as of the Balance Sheet Date, then the difference shall be added to the Base Purchase Price. If Net Working Capital as of the Balance Sheet Date is greater than the Net Working Capital as of the Effective Date, then the difference shall be subtracted from the Base Purchase Price. In addition, the Base Purchase Price shall be subject to adjustment as provided in Sections 2.2(b), 2.2(c), 2.2(d), 2.2(e), 3.4, 6.15 and 9.2.”