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: (i) an amount equal to the Preliminary Base Purchase Price; plus (ii) the Dollar amount of the assets included in the line item “cash and cash equivalents” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; plus (iii) the Dollar amount of the assets included in the line item “Intercompany A/R” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; plus (iv) the Dollar amount of the assets included in line item “Input VAT” of KNE as of the Closing Date and shown in the KNE Closing Balance Sheet; minus (v) the aggregate Dollar amount of any and all liabilities and/or accruals of KNE (including, without limitation, (i) any category of liabilities or accruals included in line items denoted with a “K” in the KNE Balance Sheet and (ii) all Liabilities, payments and obligations relating to the termination of the KNE Lay-Off Employees or otherwise arising under the KNE Lay-Off Employee Ancillary Contracts, whether to be accrued under GAAP or not) as of the Closing Date and shown in the KNE Closing Balance Sheet.

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.

Examples of Final Base Purchase Price in a sentence

• 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.

• In addition, except to the extent set forth in Section 9.6(b)(v), each Seller (individually) shall not have any liability under this Agreement for (A) the obligations of any other Seller hereunder for any reason, or (B) any amount in excess of the portion of the Final Base Purchase Price paid by Purchaser to such Seller.

• Subject to the working capital adjustments in Sections 1.6(c), 1.7(d) and 1.7(j), each Seller shall be entitled to receive (i) his or her respective Share Percentage of that portion of the Final Base Purchase Price allocated to the Share Consideration and (ii) his or her Asset Percentage of that portion of the Final Base Purchase allocated to the Asset Consideration.

• The Closing Date Net Working Capital and Closing Date Cash Amount 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).

• Any such payments shall be treated as an adjustment to the Final Base Purchase Price.

More Definitions of Final Base Purchase Price

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

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

Final Base Purchase Price means Preliminary Base Purchase Price, as finally determined pursuant to Section 2.6.

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

Final Base Purchase Price shall be an amount equal to 6.25 times Final Base EBIT determined pursuant to Section 1.7, which shall be payable (a) in cash in an amount equal to 0.64 times the Final Base Purchase Price determined pursuant to Section 1.7, and (b) by the issuance of a number of FTI Shares obtained by dividing (x) the amount equal to 0.36 times the Final Base Purchase Price determined pursuant to Section 1.7, by (y) the Closing Market Value. No fraction of a share of FTI Common Stock shall be issued, and each fractional share thereof shall be rounded to the nearest whole number. Subject to the working capital adjustments in Sections 1.6(c), 1.7(d) and 1.7(j), each Seller shall be entitled to receive (i) his or her respective Share Percentage of that portion of the Final Base Purchase Price allocated to the Share Consideration and (ii) his or her Asset Percentage of that portion of the Final Base Purchase allocated to the Asset Consideration.

Final Base Purchase Price shall have the meaning set forth in Section 1.5.

Final Base Purchase Price shall have the meaning set forth in Part I of Appendix B.