Adjusted Share Purchase Price definition

Adjusted Share Purchase Price means 115% of the Share Purchase Price. The Adjusted Share Purchase Price shall be appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, etc.
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Adjusted Share Purchase Price has the meaning set forth in Section 2.1.
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Adjusted Share Purchase Price means 110% of the Share Purchase Price.
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Examples of Adjusted Share Purchase Price in a sentence

  • For purposes of calculating the Adjusted Share Purchase Price, the book value of Inventory items which are considered Current Assets hereunder shall be adjusted as set forth in this Section 3.3.

  • The Share Purchase Price Calculation and the determination of the Current Assets and Current Liabilities and the resulting Adjusted Share Purchase Price calculated with reference thereto shall become final and binding on the Parties on the date the Independent Auditor delivers its final resolution in writing to the Parties (which final resolution shall be requested by the Parties to be delivered not more than forty-five (45) days following submission of such disputed matters to the Independent Auditor).

  • No payments will be due pursuant to Sections 3(c) or 3(d) unless the Set Price is less than the Adjusted Share Purchase Price for such Adjustment Period.

  • Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted and shall be delivered only if (and to the extent that) the Sellers reasonably and in good faith determine that the Share Purchase Price Calculation and the resulting Adjusted Share Purchase Price calculated with reference thereto delivered by Purchaser have not been determined in accordance with the guidelines and procedures set forth in this Agreement.

  • Following delivery of a Notice of Disagreement, Purchaser and its agents and representatives shall be permitted to review the Sellers’ and their representatives’ working papers and any other documents relating to the Notice of Disagreement, the Share Purchase Price Calculation, the Adjusted Share Purchase Price and the Closing Balance Sheet.

  • Notwithstanding the foregoing, there shall be no Fill-up Closing relating to, and no Adjustment Shares shall be deliverable in respect of, an Adjustment Period in which the Set Price of the closing of the Principal Market on the last trading day of such Adjustment Period equals or is greater than the Adjusted Share Purchase Price.

  • The Parties shall instruct the Independent Auditor to make a final determination of the Current Assets and Current Liabilities and the resulting Adjusted Share Purchase Price calculated with reference to such amount, to the extent such amount is in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • The Share Purchase Price Calculation and the determination of the Current Assets and Current Liabilities and the resulting Adjusted Share Purchase Price calculated with reference thereto shall become final and binding on the Parties on the date the Independent Auditor delivers its final resolution in writing to the Parties (which final resolution shall be requested by the Parties to be delivered not more than 45 days following submission of such disputed matters).

  • For the avoidance of doubt, the Asset Purchase Price shall not be included in the calculation of the Adjusted Share Purchase Price or any component thereunder (including, without limitation, Company Cash), will be left entirely with the Asset Seller following the Closing and may not be distributed in any way by the Asset Seller to the Share Seller or any of its Affiliates as at the Closing.

  • Without limiting the generality of the foregoing, to the extent that Losses in connection with an indemnifiable matter reduced the Adjusted Share Purchase Price by virtue of being specifically included in the calculation of the adjustments set forth in Section 2.5 hereof, the same amount of such Losses may not be recovered again under this Article IX.


More Definitions of Adjusted Share Purchase Price

Adjusted Share Purchase Price means (without duplication) (i) the Share Purchase Price, minus (ii) the sum of the Change in Control Fees, the Company Transaction Fees, the Severance Expenses and the Company Debt as of the Reference Time (each item, to the extent not reflected in the Estimated Closing Net Working Capital), plus (iii) Company Cash (if any), minus (iv) the Estimated Closing Net Working Capital Deficit (if any), plus (v) the Estimated Closing Net Working Capital Surplus (if any). For the avoidance of doubt, if the calculation of the Adjusted Share Purchase Price in the immediately preceding sentence results in a negative number, then the Adjusted Share Purchase Price shall equal zero (0).
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Adjusted Share Purchase Price means the Share Purchase Price multiplied by 1.10.
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Related to Adjusted Share Purchase Price

  • 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.

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

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

  • 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).

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

  • 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.

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

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

  • 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.

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

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

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

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.