Initial Cash Price definition

Initial Cash Price means the cash price payable on Closing under clause 2.4;
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Initial Cash Price shall have the meaning set forth in Section 2.1(b).
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Initial Cash Price has the meaning set forth in ss.2(b).
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Examples of Initial Cash Price in a sentence

  • The Initial Cash Price, as so increased or decreased in accordance with this Section 3.3(a), shall be the “Final Purchase Price”.

  • Seller shall pay any and all Outstanding Indebtedness in connection with the Closing using the amounts included in the calculation of the Initial Cash Price and cause the full release and discharge of any and all Liens and guarantees arising thereunder.

  • Buyer and Sellers agree to make an adjustment to the Initial Cash Price (the "Purchase Price Adjustment"), which may be a positive or negative number, based upon the dollar for dollar variance between the balance sheet items listed below compared to any increase or decrease of the balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), prepared in accordance with GAAP, applied on a basis consistent with the Company's accounting practices.

  • The Purchasers have available cash or available loan facilities which will at Closing provide in immediately available funds the necessary cash resources to pay the Initial Cash Price and meet their other obligations under this Agreement and, in the case of loan facilities, they involve no material pre-conditions and the Purchasers will be able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing.

  • At or prior to the Closing, Seller shall pay all Transaction Expenses using the amounts included in the calculation of the Initial Cash Price and deliver evidence of such payment to Parent in a form and substance reasonable acceptable to Parent.

  • The aggregate purchase price (the "Purchase Price") to be paid by Buyer to Sellers for the Company Shares shall be (i) 127,000 shares of Common Stock, no par value per share, of CMED (the "CMED Stock"), subject to adjustment as provided in ss.2(h), (ii) two million dollars ($2,000,000) in cash, (the "Initial Cash Price"), subject to adjustment as provided in ss.2(e) and (iii) any Milestone Payments payable under ss.2(f), subject to adjustment as provided in ss.2(g).

  • The Initial Cash Price shall be adjusted as set forth in ss.2(e).

  • At Closing, Buyer shall deliver to Sellers certificates representing the CMED Stock and the Initial Cash Price, which shall be transferred to such accounts as Sellers designate in writing to Buyer at least two (2) Business Days prior to the Closing Date.

  • Stemming from Latin, “anima translates as ‘the breath of life’, ‘vital principle’ or ‘soul’” (Pikkov, 2010:15).

  • NCTN shall deliver by wire transfer of same day funds to Teltran the sum of One Hundred Thousand U.S. Dollars ($100,000) (the "Initial Cash Price") to an account at a U.S. bank designated in writing, less any advances of the Purchase Price made by NCTN to Teltran or the Acquired Company prior to the Closing Date set forth on Schedule 2.2.1. The advances set forth on Schedule 2.2.1 shall not reflect any cash advances made to the Acquired Company to pay Ordinary Course Liabilities.


More Definitions of Initial Cash Price

Initial Cash Price means, in respect of a Seller, an amount equal to the aggregate of the relevant: (a) Initial Ordinary Share Price; and (b) Initial Preference Share Price, as applicable;
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Initial Cash Price means the cash price payable on Closing under clause 2.4 comprising the aggregate of the Initial Share Price in relation to each Set of Shares;
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Related to Initial Cash Price

  • Cash price means the price measured in dollars at which a seller of a motor vehicle would in good faith sell to the buyer or to any other buyer under like circumstances, and the buyer would in good faith buy from the seller, the motor vehicle that is the subject matter of an installment sale contract if the sale were a sale for cash instead of an installment sale.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.