Proposed Purchase Price Calculation definition

Proposed Purchase Price Calculation has the meaning set forth in Section 1.3(b)(i).
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Proposed Purchase Price Calculation has the meaning set forth in Section 2.3(b)(i).
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Proposed Purchase Price Calculation shall have the meaning assigned to such term in Section 2.3(b).
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Examples of Proposed Purchase Price Calculation in a sentence

  • The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.3(b)(ii).

  • The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.

  • Buyer will revise the Proposed Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(b)(ii).

  • If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration of the Review Period, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price.

  • The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).

  • The scope of the disputes to be resolved by the Valuation Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice based upon mathematical errors in the Proposed Closing Date Calculations or based upon the Proposed Closing Date Statement of Net Working Capital or the Proposed Purchase Price Calculation not being calculated in accordance with this Section 2.10.

  • The Proposed Closing Date Statement of Net Working Capital, the Proposed Funded Indebtedness Calculation, the Proposed Seller Expenses Calculation and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”.

  • The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Group Companies in accordance with the definitions as provided in this Agreement, the Accounting Principles and the Net Working Capital Example.

  • The Proposed Closing Date Net Working Capital, Proposed Closing Date Debt, the Proposed Closing Date Cash, the Proposed Sale Expenses, and the Proposed Purchase Price Calculation shall collectively be referred to herein as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be calculated in good faith in accordance with the requirements of this Section ‎2.3 and shall include supporting schedules and documentation.

  • The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.4(b).

Related to Proposed Purchase Price Calculation

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

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

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

  • 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).

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

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

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

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • 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.

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

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

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

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

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

  • 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.

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

  • 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.

  • 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.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

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

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

  • 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.

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

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.