Adjusted Closing Purchase Price definition

Adjusted Closing Purchase Price shall have the meaning set forth in Section 2.7(e).
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Adjusted Closing Purchase Price means the Unadjusted Closing Purchase Price:
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Adjusted Closing Purchase Price has the meaning provided such term in Section 2.5(f).
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Examples of Adjusted Closing Purchase Price in a sentence

  • Any component of the Adjusted Closing Purchase Price contained in the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal.

  • The Closing Purchase Price shall be increased or decreased, dollar for dollar, for any differences between "Total Shareholders Equity" as set forth on the Pro-Forma Balance Sheet and as set forth on the Closing Balance Sheet or, if disputed, the Final Closing Balance Sheet (the Closing Purchase Price as so increased or decreased shall hereinafter be referred to as the "Adjusted Closing Purchase Price").

  • The Adjusted Closing Purchase Price and the Contingent Purchase Price will be allocated 99% to KPR Holdings and 1% to the Shareholders in proportion to their stock ownership in the General Partner.

  • At the Closing Buyer shall (a) pay Seller, by wire transfer of immediately available funds to a bank account designated in writing by Seller, an aggregate amount equal to the Preliminary Adjusted Closing Purchase Price, minus the Escrow Amount, minus the Seller Note Satisfaction Amount, and (b) deposit with the Escrow Agent the Escrow Amount.

  • For the purposes of calculating the Closing Purchase Price and the Adjusted Closing Purchase Price, the "Net Inventory" set forth on the Pro Forma Closing Balance Sheet, the Closing Balance Sheet, and the Final Closing Balance Sheet shall be reduced by $31,200,000 (the "Inventory Adjustment").

  • To the extent any Acquired Company has incurred any fees or expenses in connection with this Agreement and the Contemplated Transactions, such fees and expenses will be paid out of the Adjusted Closing Purchase Price at Closing pursuant to the Funds Flow Memo.

  • The Buyer has not incurred any liabilities for any brokerage, finder, investment banking or other similar fees, commissions or expenses in connection with the Transactions, except for such fees, commissions and expenses of which will be paid by the Buyer or the Acquired Companies (which, for purposes of clarity, will not be paid by the US Seller or factored into any adjustments to the Adjusted Closing Purchase Price contemplated by this Agreement).


More Definitions of Adjusted Closing Purchase Price

Adjusted Closing Purchase Price means an amount equal to $31,400,000, plus (i) the Adjustment Amount (which may be a positive or negative number), plus (ii) the Closing Cash Amounts, plus (iii) the Pre-Closing Reseller Conversion Amount, minus (iv) the Closing Indebtedness, in each of cases (i), (ii), (iii) and (iv), as finally determined pursuant to Section 2.5(b) and Section 2.5(c).
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Related to Adjusted Closing Purchase Price

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.