Preliminary Base Purchase Price definition

Preliminary Base Purchase Price shall have the meaning set forth in Section 1.10(a).
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Preliminary Base Purchase Price means Ten Million Dollars ($10,000,000).
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Preliminary Base Purchase Price has the meaning specified in Section 2.3.
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Examples of Preliminary Base Purchase Price in a sentence

  • In consideration for the sale and transfer of the Acquired Assets, the Purchaser shall pay or cause to be paid to the Company at the Closing, by wire transfer of immediately available funds and in lawful currency of the United States to one or more accounts designated in writing by the Seller Parties, cash equal to the Preliminary Base Purchase Price.

  • The Indemnification Escrow Shares will be held in escrow for the purpose of (i) providing security for any adjustment to the amount of the Preliminary Base Purchase Price pursuant to Section 1.12 and (ii) securing the indemnification obligations of the Equity Holders set forth in Section 6.1. The Indemnification Escrow Shares shall be held by the Escrow Agent under the Indemnification Escrow Agreement pursuant to the terms thereof.

  • Purchaser has the financial resources to consummate the transactions contemplated by this Agreement, including the timely payment of the Estimated Preliminary Base Purchase Price and the other Purchase Price, and, if debt financing is necessary for Purchaser to obtain such financial resources, has delivered to Seller on or prior to the date of this Agreement a correct and complete copy of each debt commitment letter evidencing such debt financing to the satisfaction of Seller.

  • The Preliminary Base Purchase Price shall be payable (a) in cash in an amount equal to 0.64 times the Preliminary Base Purchase Price, and (b) by the issuance of a number of FTI Shares obtained by dividing (x) the amount equal to 0.36 times the Preliminary Base Purchase Price, by (y) the Closing Market Value.

  • The cash portion of the Preliminary Base Purchase Price payable to the Sellers shall be adjusted pursuant to Section 1.6(c).

  • By wire transfer of the Acquiror payable to the Escrow Agent, the Acquiror shall make a payment of 10% of the amount of any increase in the Preliminary Base Purchase Price pursuant to Section 2.10(h)(iii) of the Purchase Agreement in accordance with Section 2.11 of the Purchase Agreement.

  • Section 1.13(a) of the Merger Agreement provides that the Indemnification Escrow Shares shall be used to secure (i) the Equity Holders' indemnification obligations pursuant to Articles VI and VIII of the Merger Agreement and (ii) any adjustment to the amount of the Preliminary Base Purchase Price pursuant to Section 1.12 of the Merger Agreement.

Related to Preliminary Base Purchase Price

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

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

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

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

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • 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).

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

  • 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.

  • 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.

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

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

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

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

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

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

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

  • Preliminary Purchase Event means any of the following events:

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