Final Base Purchase Price definition

Final Base Purchase Price means an amount equal to (a) the Aggregate Enterprise Value plus (b) the Closing Date Cash Amount reflected on the Final Closing Date Schedule, plus, (c)(i) the amount by which the Closing Date Net Working Capital reflected on the Final Closing Date Schedule exceeds the Target Net Working Capital, if applicable, or minus (ii) the amount by which the Target Net Working Capital exceeds the Closing Date Net Working Capital reflected on the Final Closing Date Schedule, minus (d) the amount of the Closing Date Debt, minus (e) the aggregate amount of the Company Transaction Expenses.

Final Base Purchase Price means an amount equal to (a) $36,500,000, (b) (i) plus the amount by which the Final Stockholder Equity exceeds the Target Stockholder Equity, if applicable, (ii) minus the amount by which the Target Stockholder Equity exceeds the Final Stockholder Equity, if applicable, (c) minus the aggregate amount of the Company Transaction Expenses (excluding the aggregate value of the Management Bonus Stock and the Management Bonus Earn-Out Shares but including the Employee Bonus Pool Amount), (d) minus the amount of the Subordinated Debt.

Final Base Purchase Price. The Initial Base Purchase Price, as adjusted for the Closing Purchase Price Adjustment.

Examples of Final Base Purchase Price in a sentence

• If the Final Base Purchase Price exceeds the Estimated Base Purchase Price, then Boxlight shall pay the amount of such excess to the Sellers.

• The Effective Date Net Working Capital finally determined pursuant to Section 2.4(b) or (c), as applicable, and the Final Base Purchase Price based thereon, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement, subject to Section 2.4(g).

• Within ninety (90) days following the Closing Date, Boxlight, at its expense, shall prepare and deliver to the Sellers a schedule (the “Effective Date Schedule”) setting forth a statement of (i) the Effective Date Net Working Capital and reflecting all components (and the amounts thereof) necessary to compute the Effective Date Net Working Capital, and (ii) the computation of the Final Base Purchase Price based on the foregoing.

• If the Final Base Purchase Price is less than the Estimated Base Purchase Price, then the Sellers shall, on a several basis (determined on their Pro-Rata Indemnity Portion), pay the amount of such shortfall to Boxlight.

• Purchaser shall have transferred (or caused to be transferred) in immediately available funds the Final Base Purchase Price pursuant to, in accordance with and into the account or accounts designated in, Part I of Appendix B.

More Definitions of Final Base Purchase Price

Final Base Purchase Price means:

Final Base Purchase Price has the meaning set forth in Section 2.3(a).

Final Base Purchase Price has the meaning provided in Section 13.1(a).

Final Base Purchase Price means the Base Purchase Price as finally calculated pursuant to Section 2.08(b)(i).

Final Base Purchase Price means an amount equal to (a) the Aggregate Enterprise Value, plus, (b)(i) the amount by which the Effective Date Net Working Capital reflected on the Final Effective Date Schedule exceeds the Estimated Effective Date Net Working Capital, if applicable, or minus (ii) the amount by which the Estimated Effective Date Net Working Capital exceeds the Effective Date Net Working Capital reflected on the Final Effective Date Schedule, minus(c) the amount of the Closing Date Debt, minus (d) the amount of the Company Transaction Expenses. “Final Effective Date Schedule” is defined in Section 2.4(d).

Final Base Purchase Price means (i) the Initial Base Purchase Price, plus (ii) the amount, if any by which the Final Cash exceeds the Estimated Cash, plus (iii) the amount, if any, by which the Final Working Capital exceeds One Million Six Hundred Forty-Two Thousand Eight Hundred Nine Dollars ($1,642,809), less (iv) the amount, if any, by which the Final Cash is less than the Estimated Cash, less (v) the amount, if any, by which Final Working Capital is less than Four Hundred Forty-Two Thousand Eight Hundred Nine Dollars ($442,809). For the avoidance of doubt, if the Final Working Capital is equal to or greater than Four Hundred Forty-Two Thousand Eight Hundred Nine Dollars ($442,809) but less than One Million Six Hundred Forty-Two Thousand Eight Hundred Nine Dollars ($1,642,809), there shall be no adjustment to the Initial Base Purchase Price as a result of the Final Working Capital.

Final Base Purchase Price for the Shares shall be equal to (i) the Base Purchase Price, plus (ii) the amount (if any) by which the Final Adjusted GAAP Book Value is in excess of $63,000,000, or less (iii) the amount (if any) by which the Final Adjusted GAAP Book Value is less than $57,000,000. Buyer shall pay to Sellers the amount (if any) by which the Final Base Purchase Price exceeds the Estimated Base Purchase Price, and Sellers shall pay to Buyer the amount (if any) by which the Estimated Base Purchase Price exceeds the Final Base Purchase Price. Such payment (plus interest on such amount from the Closing Date up to but excluding the Settlement Date at a rate per annum equal to 5.5%, compounded daily) shall be due and payable on the second Business Day after Buyer and Sellers agree to the Final Closing Date Balance Sheet and the Final Adjusted Book Value or Buyer and Sellers receive notice from the Accountant of any final determination of the Final Closing Date Balance Sheet and the Final Adjusted GAAP Book Value, in each case as agreed or determined in accordance with this Section 2.2(b) (the "Settlement Date") and shall be made by wire transfer of immediately available funds to the account or accounts of the party or parties entitled to receive such payment, which account or accounts shall be identified by Buyer to Sellers or by Sellers to Buyer, as the case may be, not less than two (2) Business Days prior to the Settlement Date.