PURCHASE PRICE FOR DOWNSTATE ASSETS Sample Clauses

PURCHASE PRICE FOR DOWNSTATE ASSETS. Subject to adjustment as provided below, the aggregate purchase price (the "DOWNSTATE PURCHASE PRICE") for all of the Downstate Assets shall consist of: (i) the issuance by IHS to Downstate of that number of shares of the common stock of IHS, par value $.001 per share ("IHS STOCK"), determined as of the Closing Date in accordance with Section 5.1(a) hereof, as shall have an aggregate value, subject to adjustment pursuant to Section 3.1 below, of $3,381,951 (the "DOWNSTATE STOCK PORTION"); and (ii) the issuance by Allied to Downstate of 12.8836% (the "DOWNSTATE PERCENTAGE") of the Aggregate Membership Interest (the "DOWNSTATE MEMBERSHIP INTEREST"), free and clear of all Liens other than the restrictions set forth in the Operating Agreement.
AutoNDA by SimpleDocs

Related to PURCHASE PRICE FOR DOWNSTATE ASSETS

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

  • 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.

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Initial Mortgage Loans from each of the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the applicable Seller on the Closing Date the purchase price for the applicable Initial Mortgage Loans provided in the Adoption Annex attached as Annex 1 to this Agreement (the "Adoption Annex").

  • 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.

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Purchase Price Protection With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other date set forth in the related PPTL, the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date. Such payment shall be made within thirty (30) days of such payoff.

  • Purchase Price Allocations Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

  • 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.

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

Time is Money Join Law Insider Premium to draft better contracts faster.