Preliminary Cash Purchase Price definition

Preliminary Cash Purchase Price means the Preliminary Purchase Price less the Stock Value;
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Preliminary Cash Purchase Price shall equal: (i) Four Hundred Ninety Five Million Dollars ($495,000,000.00), plus (ii) Closing Date Cash reflected on the Preliminary Closing Statement, minus (iii) the excess (if any) of the Target Net Working Capital over the Preliminary Net Working Capital, plus (iv) the excess (if any) of the Preliminary Net Working Capital over the Target Net Working Capital, minus (v) Closing Date Indebtedness reflected on the Preliminary Closing Statement, minus (vi) Transaction Expenses set forth in the Preliminary Closing Statement.
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Preliminary Cash Purchase Price has the meaning set out in Section 2.3;
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Examples of Preliminary Cash Purchase Price in a sentence

  • The Purchaser has, or shall have at the Closing, sufficient cash on hand or other sources of immediately available funds that together enable it to pay the Preliminary Cash Purchase Price and to otherwise perform all of its obligations under each of the Transaction Documents.

  • If the Final Closing Statement (as finally determined pursuant to this Section 2.06) shows that an amount is due to the Sellers (because the Preliminary Cash Purchase Price is less than the Final Cash Purchase Price shown on the Final Closing Statement), Buyer shall promptly pay such excess to the Sellers, in cash.

  • Preliminary Closing Statement; Payment of Preliminary Cash Purchase Price 22 Section 2.06.

  • The amount of the Preliminary Cash Purchase Price, Closing Debt and/or Adjusted Net Worth not affected by the Objections will be deemed to be final as set forth in the Closing Financials and Computations.

  • As of the Closing Date, the Purchaser will have sufficient immediately available funds and/or binding financing commitments to pay the Preliminary Cash Purchase Price minus the Holdback if, when and to the extent due on the Closing Date.

  • The Escrow Agent hereby accepts its appointment as the escrow agent and agrees to hold, administer, invest, and disburse the Preliminary Cash Purchase Price and Escrow Fund (as defined below) in accordance with the terms hereof.

  • The Purchaser and the Seller hereby appoint and designate SUNTRUST BANK as the Escrow Agent, to receive, hold, and distribute the Preliminary Cash Purchase Price and Escrow Fund (as hereinafter defined) in accordance with the terms of this Agreement.

  • Each Seller may unilaterally waive the payment of the respective portion of the Preliminary Cash Purchase Price to such Seller as Closing Action in Section 7.2(a)(viii) above by delivery of written notice to the Purchaser.

  • Any payments made pursuant to Section 2.3(b) and (h) shall be treated as an adjustment to the Preliminary Cash Purchase Price by the Parties for Tax purposes, unless otherwise required by Applicable Law.

  • The Escrow Agent shall not be obligated to take any legal action or to commence any proceeding in connection with the Preliminary Cash Purchase Price, Escrow Fund, any account in which the Preliminary Cash Purchase Price or Escrow Fund is deposited, or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings.


More Definitions of Preliminary Cash Purchase Price

Preliminary Cash Purchase Price shall equal $542,000,000 (i) plus, if the Estimated Net Working Capital exceeds the Reference Net Working Capital, an amount equal to such excess, (ii) minus, if the Reference Net Working Capital exceeds the Estimated Net Working Capital, an amount equal to such excess, (iii) plus the Share Adjustment Amount.
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Preliminary Cash Purchase Price means $4,400,000.00, less the amount of (i) Estimated Retained Cash and (ii) any Seller Transaction Expenses paid by the Seller prior to the Closing.
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Preliminary Cash Purchase Price has the meaning ascribed thereto in Section 2.2(a) of this Agreement.
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Related to Preliminary Cash Purchase Price

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

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

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

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

  • 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.

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

  • 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.

  • 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 Escrow Amount means $1,500,000.

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

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

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

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

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • 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.