Final Purchase Consideration definition

Final Purchase Consideration means the number of Buyer Shares issued to Sellers at the Closing calculated as follows: the Enterprise Value, (A) minus the sum of the Debt Amount plus the Transaction Expenses Amount, in each case as set forth in the Closing Statement, (B) divided by $1.15.
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Final Purchase Consideration means the Purchase Consideration set forth on the final and binding Completion Statement as “Final Purchase Consideration”;
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Final Purchase Consideration has the meaning ascribed to it in Section 1.2.
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Examples of Final Purchase Consideration in a sentence

  • Provided that in case there is any change / modification in the taxes, the subsequent amount payable by the allottee to the promoter shall be increased/reduced based on such change modification; Also Provided that the benefits arising out of implementation of GST act and rules in the form of Input Tax Credit or otherwise is already considered while determining the Final Purchase Consideration and the Allottee shall not claim, demand or dispute in regard thereto..

  • Also Provided that the benefits arising out of implementation of GST act and rules in the form of Input Tax Credit or otherwise is already considered while determining the Final Purchase Consideration and the Allottee shall not claim, demand or dispute in regard thereto.

  • The Representative has delivered to Buyer (a) a certificate signed by the Representative (the “Closing Statement”) setting forth the Representative’s best estimate of the Debt Amount and the Transaction Expenses Amount, in each case as of the Closing Date, and, based on such estimates, the Final Purchase Consideration and (b) all records and work papers necessary to compute and verify the information set forth in such certificate.

  • Subject to adjustment as provided in this Article 1, at the Closing, Buyer shall issue the Buyer Shares (as adjusted to reflect the Final Purchase Consideration) and the Warrants, in each case, issued to each Seller as set forth opposite such Seller’s name on Schedule 1.1, and cause and direct the Transfer Agent to deliver to the Representative reasonable evidence of the same.

  • Any changes to the Proposed Final Purchase Consideration resulting from such resolution of the unresolved items shall be made, and such Proposed Final Purchase Consideration, as so changed, shall be the Final Purchase Consideration for all purposes under this Agreement.

  • For VoIP Service – SiyCom VoIP Service, which is voice service provided over Internet Protocol, is not the same as traditional wireline telephone service, and access to 911 service through VoIP Service does not work the same as with traditional wireline telephones.

  • In addition, the Seller shall indemnify Purchaser and its directors and officers for, and shall hold each of them or its Affiliates harmless from, any and all Indemnified Liabilities asserted against, incurred and sustained by any of them relating to all liabilities or obligations of Seller and/or its shareholders, officers, directors, employees and/or agents.

  • The Proposed Acquisition entails the acquisition by MBSB of the Sale Shares from PNB for the Final Purchase Consideration to be satisfied through the issuance and allotment of the Final Consideration Shares at the Final Issue Price.

  • Any liability of Seller under this Agreement shall not exceed the value of the Final Purchase Consideration received by the Seller hereunder.

  • Accordingly, the Final Purchase Consideration is below the range of the Indicative Valuation.


More Definitions of Final Purchase Consideration

Final Purchase Consideration the aggregate of:
Sample 1
Final Purchase Consideration means the number of Buyer Shares issued to Sellers at the Closing calculated as follows: the Enterprise Value, (A)minus the sum of the Debt Amount plus the Transaction Expenses Amount, in each case as set forth in the Closing Statement, (B)divided by $1.15.
Sample 1

Related to Final Purchase Consideration

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • 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).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • 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.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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