Closing Date Adjusted Purchase Price definition

Closing Date Adjusted Purchase Price shall have the meaning set forth in Section 2.4(a).
Sample 1
Closing Date Adjusted Purchase Price. Section 1.4(b) “Confidential Manager Contracts” Section 2.9(b) “Disputed Items” Section 1.5(b) “Divestiture” Section 1.2(e) “Final Payment Date” Section 1.2(d) “Gateway Sublease Agreement” Section 1.4(c)(vii) “Licensed Marks” Section 10.2(a) “Licensed Software” Section 10.3 “MAPSA Subcontracting Agreement” Section 1.4(c)(viii) “Negative Consent Notice” Section 4.4(e) “Non-Affiliation Statement” Section 10.2(a) “Non-Assigned Contract” Section 1.6 “Non-Severance Terminated Employees” Section 9.3(d) “On-Leave Business Employee” Section 9.1(b) “Open Source Materials” Section 2.8(g)
Sample 1
Closing Date Adjusted Purchase Price. Section 1.4(b)
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Examples of Closing Date Adjusted Purchase Price in a sentence

  • Following the Closing, the Closing Date Adjusted Purchase Price shall be subject to verification and adjustment as set forth in Section 1.5.

  • For the avoidance of doubt, it is expressly agreed that no objection may be raised and no adjustment may be proposed to any entry or item contained in the Closing Statement except on grounds that such item or entry has not been calculated in accordance with the provisions of this Agreement and the definition of Closing Date Adjusted Purchase Price, including the Net Cash Adjustment, determined in accordance with the definitions set forth herein.

  • The Buyer has, and at the Closing will have, sufficient funds in order to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder and under the Ancillary Agreements, including payment to the Seller of the Closing Date Adjusted Purchase Price at the Closing and any additional amounts that may be required to be paid pursuant to Sections 1.2 and 1.

  • The employer’s right to give instructions to the support staff in terms of place, time, type and scope of work to be performed remains with the Customer.

  • The assets of the scheme are vested in independent trustees for the sole benefit of the executives.

  • Based on the calculations in the Closing Statement the Closing Date Adjusted Purchase Price is $35,940,026.

  • The Buyer and the Sellers shall make payments in relation to the difference between the Closing Date Adjusted Purchase Price and the Adjusted Purchase Price in accordance with the terms of the APA.

  • The Purchase Price shall be paid by Purchaser to Seller at the Closing by: (a) assumption of the Assumed Liabilities; (b) delivery of the Escrow Amount in readily available funds to the Escrow Agent as provided in Section 2.3; and (c) delivery to Seller of the Closing Date Adjusted Purchase Price, less the Escrow Amount.

  • For the avoidance of doubt, the Closing Date Adjusted Purchase Price shall be subject to adjustment pursuant to Section 1.3(c) regardless of the method by which the Closing Date Adjusted Purchase Price is determined.

  • The Purchase Price shall be paid by Purchaser to Seller at the Closing by: (a) assumption of the Assumed Liabilities and (b) delivery to Seller of the Closing Date Adjusted Purchase Price.


More Definitions of Closing Date Adjusted Purchase Price

Closing Date Adjusted Purchase Price. The Closing Statement shall be prepared in accordance with this Agreement, including Section 2.
Sample 1

Related to Closing Date Adjusted Purchase Price

  • Adjusted Purchase Price means the product of the Purchase Price and the Proration Factor. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Shares and capital stock equivalents upon exercise of the Rights among holders of Rights.

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

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

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

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

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

  • Purchase Price Adjustment Escrow Amount means $1,500,000.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

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

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Additional Accelerated Purchase Price means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-seven percent (97%) of the lower of (i) the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning at the time mutually agreed by the Company and the Investor and set forth in the applicable Additional Accelerated Purchase Notice delivered by the Company to the Investor with respect to such Additional Accelerated Purchase, which shall not be earlier than the latest of (A) the applicable Accelerated Purchase Ending Time with respect to the corresponding Accelerated Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof on such Additional Accelerated Purchase Date, (B) the applicable Additional Accelerated Purchase Ending Time with respect to the most recently completed prior Additional Accelerated Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior Accelerated Purchases and Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such mutually agreed beginning time, the “Additional Accelerated Purchase Commencement Time”), and ending at the earliest of (X) 4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such Additional Accelerated Purchase Date, (Y) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale Price has fallen below the applicable Additional Accelerated Purchase Minimum Price Threshold (if any) (such earliest of (i)(X), (i)(Y) and (i)(Z) above, the “Additional Accelerated Purchase Ending Time”), and (ii) the Closing Sale Price of the Common Stock on such Additional Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • 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).

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • 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.

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • 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.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5 minus the Estimated Net Working Capital, plus (B) Estimated Indebtedness minus Closing Indebtedness as finally determined pursuant to this Section 2.5, plus (C) Closing Cash as finally determined pursuant to this Section 2.5 minus Estimated Cash, plus (D) Estimated Transaction Expenses minus Closing Transaction Expenses as finally determined pursuant to this Section 2.5;