Initial Purchase Price Adjustment definition

Initial Purchase Price Adjustment shall have the meaning set forth in Section 2.2(a).
Sample 1
Initial Purchase Price Adjustment has the meaning set forth in Section 3.01.
Sample 1Sample 2
Initial Purchase Price Adjustment means the adjustment (positive or negative) to the Initial Purchase Price set forth in Schedule 2.2(b) and calculated as of January 29, 2010.
Sample 1Sample 2

Examples of Initial Purchase Price Adjustment in a sentence

  • On the terms and subject to the terms and conditions hereof and in consideration of the Contemplated Transactions, on the Mirror Effective Date, the Purchaser shall pay to the Seller the Initial Purchase Price, plus Initial Purchase Price Adjustment; provided, that any amount due pursuant to this Section 2.2 shall be payable on a net basis with respect to any other amounts due under the Mirror Confirm or under the PPL Financial Trade Agreement, in each case on Mirror Effective Date.

  • On the same date that the Initial Purchase Price Adjustment is payable under Section 1.6(e) of the Purchase Agreement, Seller will pay to Purchaser any and all commissions owed to Purchaser under the Agreements for Product sales prior to the Effective Time.

  • If the Estimated Net Working Capital is less than $4,300,000, the Initial Purchase Price shall be decreased by the amount by which the Estimated Net Working Capital is less than $4,300,000 (the "Initial Purchase Price Adjustment").

  • For their 2013 IRPs, DEC and DEP have adopted new, yet similar resource planning assumptions and methods.1 The DEC and DEP 2013 IRPs each analyze a Base Case along with an Environmental Focus Scenario and a Joint Planning Scenario.

  • The amount by which the Book Value shown on the Estimated Closing Balance Sheet differs from the Target Book Value shall be the "Initial Purchase Price Adjustment Amount".

  • Section 9.4(a) Initial Purchase Price Adjustment Amount.............

  • The Initial Purchase Price Adjustment shall be an amount equal to the Estimated Value of Accrued PTO.

  • On or before forty-five (45) days after the Effective Date either (i) Purchaser shall pay Sellers in immediately available funds the amount by which the Initial Purchase Price Adjustment exceeds the Final Purchase Price Adjustment or (ii) Sellers shall pay Purchaser in immediately available funds the amount by which the Initial Purchase Price Adjustment is less than the Final Purchase Price Adjustment.

  • The "Initial Purchase Price Adjustment" shall be --------------------------------- an amount equal to the sum of (i) all Indebtedness (excluding indebtedness ------ under the KEDFA Bond) of the Targets as of the Closing Date and (ii) (x) if the Working Capital Objective exceeds the Estimated Working Capital, plus the amount of such excess or, (y) if the Estimated Working Capital exceeds the Working Capital Objective, minus the amount of such excess.

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More Definitions of Initial Purchase Price Adjustment

Initial Purchase Price Adjustment shall have the meaning specified in Section 2.3(b) of this Agreement.
Sample 1
Initial Purchase Price Adjustment shall equal ninety percent (90%) of the Company's income before taxes (as determined in accordance with generally accepted accounting principles, consistently applied to the Company prior to Closing ("GAAP")) for the period from April 1, 1998 through the last day of the full calendar month preceding the Closing (as hereinafter defined) (the "Adjustment Period") less (i) all distributions declared and paid by the Company to any of its stockholders during such period, and (ii) as set forth on Schedule 1.2(a)(i), accruals for the employee bonuses to certain of the Company's employees and accruals for certain other expenses to be paid by the Company. On the one year anniversary of the Closing Date, Questron shall calculate the price (the "Anniversary Date Price") of the Questron Common Stock based on the average last reported sale price for the Questron Common Stock for the five (5) trading days ending on the third trading day immediately prior to the one year anniversary of the Closing Date. If the Anniversary Date Price is $4.50 or less, Questron shall deliver to the Sellers 164,065 shares of Questron Common Stock. If the Anniversary Date Price is greater than $4.50 and less than $5.925, Questron shall deliver to the Sellers the number of shares of Questron Common Stock equal to the difference between (i) the number of shares of Questron Common Stock having a value of $3,069,754 calculated on the basis of the Anniversary Date Price, and (ii) the Initial Questron Common Stock, up to a maximum of 164,065 shares of Questron Common Stock. If the Anniversary Date Price is $5.925 or greater, no additional shares will be issued. Any shares of Questron Common Stock issued on the one year anniversary of the Closing Date pursuant to this Section 1.2(a) are referred to herein as "Additional Questron Common Stock". The shares of Additional Questron Common Stock shall be allocated among the Accredited Investor Sellers in the same proportion as the shares of Initial Questron Common Stock are allocated among the Accredited Investor Sellers. The Initial Cash Consideration and the Initial Questron Common Stock shall be allocated among the Sellers as provided on Schedule 1.2(a)(ii). Only the Sellers who are identified on Schedule 1.2(a)(ii) as accredited investors (the "Accredited Investor Sellers") shall receive shares of the Initial Questron Common Stock and Additional Questron Common Stock."
Sample 1
Initial Purchase Price Adjustment has the meaning set --------------------------------- forth in Section 2.2(a). --------------
Sample 1

Related to Initial Purchase Price Adjustment

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

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

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

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

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

  • 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.

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

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

  • 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).

  • 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.

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • 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.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Spread Adjustment means 100 basis points.

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

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

  • Base Purchase Price has the meaning set forth in Section 2.2.