Estimated Net Purchase Price definition

Estimated Net Purchase Price means an amount equal to the sum of: (a) the Enterprise Value; plus (b) the Estimated Net Working Capital Adjustment Amount.
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Estimated Net Purchase Price means (i) Three Hundred Million Dollars ($300,000,000) plus (ii) the amount, if any, by which the Certified Net Debt is less than One Hundred Million Dollars ($100,000,000) minus (iii) the amount, if any, by which the Certified Net Debt is greater than One Hundred Million Dollars ($100,000,000) and minus (iv) the Total Option Appreciation.
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Estimated Net Purchase Price means (a) the Base Purchase Price, plus or minus (b) the Closing Working Capital Increase Amount or the Closing Working Capital Decrease Amount, as applicable, plus (c) the Estimated Closing Cash Amount, minus (d) the Estimated Closing Indebtedness Amount, minus (e) the Estimated Seller Transaction Expense Amount, minus (f) the Estimated Change of Control Payments, plus (g) the Paid Executory Period CapEx.
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Examples of Estimated Net Purchase Price in a sentence

  • At the Closing, the Purchaser shall have tendered payment of the Estimated Net Purchase Price in accordance with Section 2.2.2 and shall have executed and delivered the Voting Trust Agreement.

  • Alternatively, if the foregoing amounts sum to a downward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Excess”.

  • If the foregoing amounts sum to an upward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Deficiency”.

  • In the event that such appropriate protective order or other remedy is not obtained, the Shareholder Group shall, and shall use its best efforts to cause its Representatives to, furnish only that portion of the Confidential Information that is legally required to be disclosed and take commercially reasonable steps to ensure that confidential treatment is accorded to such Confidential Information.

  • As of the Effective Time, after giving effect to all of the transactions contemplated by this Agreement, including the payment of the Estimated Net Purchase Price and assuming for these purposes the satisfaction of the conditions set forth in Sections 8.1 and 8.2, as of the Effective Time each of Buyer Guarantor, Buyer and the Company will be Solvent.

  • The Buyer Parties have as of the date hereof and shall have at the Closing sufficient cash to pay the Estimated Net Purchase Price and make all other payments required to consummate the transactions contemplated by this Agreement and each Ancillary Agreement, and to satisfy its obligations contemplated hereby and thereby, including the payment of all associated costs and expenses.

  • Upon the disqualification or (upon not less than ten days’ prior written notice to Purchaser) resignation of the Seller Representative, a successor Seller Representative shall be promptly appointed (and in no event later than 15 days) by Xxxxxxx who, together, were entitled to a majority of the Estimated Net Purchase Price at Closing who shall succeed the Seller Representative as the “Seller Representative” hereunder.

  • Subject to delivery of all of the items set forth in Section 3.2, at the Closing, Buyer shall deliver to each Seller, as consideration for the Purchased Shares, by wire transfer to one or more accounts designated by such Seller in the Funds Flow Memo (the “Closing Payment”), cash in an amount equal to the (i) the Estimated Net Purchase Price, multiplied by (ii) such Seller’s Pre- Closing Ownership Percentage.

  • Subject to delivery of all of the items set forth in Section 3.2, at the Closing, Buyer shall deliver to each Seller, as consideration for the Purchased Shares, by wire transfer to one or more accounts designated by such Seller in the Funds Flow Memo (the “Closing Payment”), cash in an amount equal to the (i) the Estimated Net Purchase Price, multiplied by (ii) such Seller’s Pre-Closing Ownership Percentage.

  • If the Final Net Purchase Price (as finally determined pursuant to this Section 1.6) is equal to the Estimated Net Purchase Price, there shall be no adjustment to the Net Purchase Price pursuant to this Section 1.6.


More Definitions of Estimated Net Purchase Price

Estimated Net Purchase Price has the meaning set forth in Section 2.05(a).
Sample 1
Estimated Net Purchase Price means (a) the Enterprise Value, plus (b) the Estimated Cash, plus (c) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital, if any, minus (d) the Estimated Indebtedness, minus (e) the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital, if any, minus (f) the Estimated Company Transaction Expenses, minus (g) the Adjustment Escrow Amount, minus (h) the Sellers Representative Escrow Amount, minus (i) the Insurance Deductible Escrow Amount.
Sample 1
Estimated Net Purchase Price or “ENPP” means the initial agreed purchase price for the acquisition of the Target Shares in the aggregate amount of EUR 110,796,152 (one hundred and ten million seven hundred and ninety-six thousand one hundred and fifty-two Euro) as calculated in accordance with § 3.1.1;
Sample 1
Estimated Net Purchase Price has the meaning set forth in Section 1.5.
Sample 1

Related to Estimated Net Purchase Price

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

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

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

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

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • 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).

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

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

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

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • 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.

  • 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.

  • 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.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Per Unit Purchase Price equals $_______, 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 and prior to the Closing.

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

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

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

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

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

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

  • Estimated Working Capital Adjustment has the meaning given that term in Section 2.04(a).