Estimated Purchase Price Calculation definition

Estimated Purchase Price Calculation has the meaning set forth in Section 2.4(a).
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Examples of Estimated Purchase Price Calculation in a sentence

  • At the Closing, Purchaser shall pay and discharge, or cause to be paid and discharged, all Closing Indebtedness and all unpaid Company Transaction Expenses identified on the Estimated Purchase Price Calculation Statement by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company concurrently with the delivery of the Estimated Purchase Price Calculation Statement.

  • In the event that the Final Purchase Price Calculation Statement determined by Purchaser results in an adjustment of$250,000 or less (regardless of whether the difference is positive or negative), when compared with the Estimated Purchase Price Calculation Statement determined by Sellers, then the parties hereto agree that the Final Purchase Price Calculation Statement shall be the final determination between the parties, andno adjustment between the parties shall be made pursuant to this Section 3.4.

  • No later than three (3) Business Days prior to the Closing, the Company shall deliver to Buyer a good faith calculation of the Estimated Purchase Price (the “ Estimated Purchase Price Calculation ”).

  • Purchaser shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Transaction Expenses as set forth on the Estimated Purchase Price Calculation Statement.

  • Zásoby by se měly řídit systémem pevných objednávacích okamžiků „s“.

  • Sellers and the Acquired Companies shall consider in good faith, and consult with Buyer regarding, any comments on the Estimated Purchase Price Calculation Statement that are submitted by Buyer on or before the second Business Day prior to the Closing Date.

  • The Estimated Closing Purchase Price shall be calculated in accordance with the Illustrative Estimated Purchase Price Calculation and using the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, as were used in the preparation of the Latest Balance Sheet (excluding any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby).

  • The Payment Schedule sets forth the format for the calculation of the amounts described in this Section 2.2. The Estimated Purchase Price Calculation Statement will be prepared in accordance with the Accounting Principles.

  • At the Closing, Purchaser shall pay or cause to be paid an amount equal to (i) the estimated Aggregate Purchase Price, as set forth on the Estimated Purchase Price Calculation Statement minus (ii) the Escrow Amount, to Seller, by wire transfer of immediately available funds, pursuant to wire transfer instructions delivered to Purchaser by Seller.

  • At the Closing, the Purchaser shall pay or cause to be paid to the Seller an amount equal to the estimated amount of the Aggregate Purchase Price as set forth on the Estimated Purchase Price Calculation Statement by wire transfer of immediately available funds pursuant to instructions delivered to the Purchaser by the Seller at least two Business Days prior to the Closing Date.

Related to Estimated Purchase Price Calculation

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

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

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

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

  • 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.

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

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

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

  • 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.

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

  • 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.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

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

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

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable 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 applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Escrow Amount means $1,000,000.

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

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

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

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

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Statement has the meaning set forth in Section 2.5(a).

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

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