Adjusted Base Purchase Price definition

Adjusted Base Purchase Price shall have the meaning set forth in Section 1.12(f).

Adjusted Base Purchase Price means the Base Purchase Price, as adjusted (if applicable) pursuant to Section 2.7.

Adjusted Base Purchase Price. Has the meaning assigned to it in Section 3.2.

Examples of Adjusted Base Purchase Price in a sentence

• The Base Purchase Price or Adjusted Base Purchase Price, as the case may be, will be either (x) increased by an amount equal to the excess, if any, of (i) Estimated Working Capital over (ii) the Working Capital Target as of the Closing Date, or (y) decreased by an amount equal to the excess, if any, of (i) the Working Capital Target, as of the Closing Date, over (ii) Estimated Working Capital.

• With respect to each Investor, “Subject Shares” shall be that number of shares of Series A Preferred Stock equal to the (i) amount set forth opposite such Investor’s name on Schedule 2 hereto, divided by (ii) the Adjusted Base Purchase Price (as defined below), rounded up to the nearest whole share.

• Any such payment shall be made immediately upon the expiration of the 30-day period for giving the Representatives Dispute Notice, if no Representatives Dispute Notice is given, or upon notification by the Representatives that no Representatives Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Base Purchase Price.

• The Adjusted Base Purchase Price, after giving effect to the Final Purchase Price Adjustment, is referred to herein as the "Purchase Price." Seller and Purchaser agree to effect the Final Purchase Price Adjustment as set forth in Schedule 2.1(a).

• The Adjusted Base Purchase Price shall be delivered to the applicable Persons at the Closing in accordance with Section 3.02(a).

More Definitions of Adjusted Base Purchase Price

Adjusted Base Purchase Price means an amount equal to:

Adjusted Base Purchase Price means an amount equal to (a) the Acquired Portion multiplied by (b) (i) the Base Purchase Price; plus (ii) the amount, if any, by which the Working Capital exceeds the Working Capital Target; minus (iii) the amount, if any, by which the Working Capital is less than the Working Capital Target.

Adjusted Base Purchase Price shall have the meaning set forth in ----------------------------

Adjusted Base Purchase Price in the Dexter Purchase Agreement, or (ii) minus, if the "Adjusted Base Purchase Price" was greater than the "Base Purchase Price" in the Dexter Purchase Agreement, an amount equal to the "Adjusted Base Purchase Price" less the "Base Purchase Price" in the Dexter Purchase Agreement (it being the intent of the parties that the sum of the Adjusted Base Purchase Price under this Agreement and the "Adjusted Base Purchase Price" under the Dexter Purchase Agreement shall equal $7,050,000,000).

Adjusted Base Purchase Price means the Base Purchase Price as adjusted to the extent, if any, that adjustment is required pursuant to Section 1.5.

Adjusted Base Purchase Price means (i) the Base Purchase Price minus (ii) $6,000,000 if the Licensing Prepayment has occurred.

Adjusted Base Purchase Price means the Base Purchase Price, as adjusted (if applicable) pursuant to Section 2.7(a)(i), Section 2.7(a)(ii) or Section 2.7(a)(iii).