Transfer Price has the meaning set forth in Section 2.01.
Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.
Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.
Minimum Purchase Price has the meaning set forth in Section 2.04.
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.
Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.
Disposition Notice is defined in Section 5.2(a).
Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.
Proposed Transaction is defined in Section 6.2(a).
Purchase Price Adjustment Escrow Amount means $500,000.
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).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Reduction Notice has the meaning set forth in Section 1.3.
Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.
Acquisition Notice has the meaning set forth in Section 2.5(a).
Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.
Proposed Transferee has the meaning set forth in Section 2.4(a).
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.
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.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Purchase Price Allocation has the meaning set forth in Section 2.6(a).
Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.
Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).