Initial Aggregate Purchase Price definition

Initial Aggregate Purchase Price means $3,500,000.
View Source
Initial Aggregate Purchase Price shall be an amount equal to (i) the Initial Stock Purchase Price, plus (ii) the LLC Interest Purchase Price, minus (iii) the Estimated Working Capital Underage, if any, minus (iv) the Estimated Closing Date Indebtedness, minus (v) the Estimated Transaction Expenses.
View Source
Initial Aggregate Purchase Price has the meaning set forth in Section 2.1(a) hereof.
View Source

Examples of Initial Aggregate Purchase Price in a sentence

  • Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, at the Initial Closing the Company hereby agrees to sell and issue to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Initial Shares for an aggregate purchase price equal to the Initial Aggregate Purchase Price.

  • Reduced The Initial Aggregate Purchase Price shall be deemed to be the total principal amount of Senior Notes to be purchased by the Purchasers under the provisions of the Purchase Agreement.

  • If the Estimated Closing Date Net Working Capital Amount exceeds the Estimated Target Net Working Capital Amount, the Initial Aggregate Purchase Price shall be increased dollar-for- dollar by the amount of such excess and if the Estimated Closing Date Net Working Capital Amount is less than the Estimated Target Net Working Capital Amount, the Initial Aggregate Purchase Price shall be reduced dollar-for-dollar by the amount of such shortfall.

  • The amount determined in the immediately preceding sentence will then be rounded, upward or downward, to the nearest $500,000 increment, with the rounded number being the actual adjustment to the Initial Aggregate Purchase Price (this rounded amount being referred to as the “Adjustment Amount”).

  • Any subsequent adjustment to the Initial Aggregate Purchase Price or Assumed Liabilities shall be reflected as mutually determined by Seller and Purchaser in a manner consistent with such Treasury Regulations.

  • The New Advisory Fee shall be payable in respect of the Non Management Portion of the New Initial Aggregate Purchase Price on the New Initial Closing Date (as hereinafter defined); in respect of the Non Management Portion of the New Subsequent Aggregate Purchase Price, on the New Subsequent Closing Date; and thereafter on account of the Non Management Portion of any Further Subsequent Aggregate Purchase Price, on the applicable New Subsequent Closing Date.


More Definitions of Initial Aggregate Purchase Price

Initial Aggregate Purchase Price is defined in the definition of “Purchase Price.” “Insurance Policies” is defined in Section 3.10 of this Agreement. “Intellectual Property” means all intellectual property rights arising from or in respect of the following: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications, and patents issuing thereon; (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof; (iii) copyrights and registrations and applications therefor, works of authorship and mask work rights; (iv) trade secrets and all other confidential information, know-how, inventions, proprietary processes, formulae, models, and methodologies; and (v) rights of publicity. “Interim Financial Statements” is defined in Section 3.4 of this Agreement. “IRS” means the United States Internal Revenue Service.
View Source
Initial Aggregate Purchase Price means $3,500,000.” 2. Section 2.1(c)(ii)(A) of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following: (A) the Initial Aggregate Purchase Price of $3,500,000 by wire transfer of immediately available funds to the account of the Company;” 3. Section 2.1(d)(i)(E) of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:
View Source