Purchase Price Adjustment Mechanism definition

Purchase Price Adjustment Mechanism has the meaning set forth in Section 2.02.
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Examples of Purchase Price Adjustment Mechanism in a sentence

  • In addition, the REIT and the OPCO may issue to PaineWebber additional Paired Shares in settlement of certain of their obligations under that certain Purchase Price Adjustment Mechanism Agreement (the "Adjustment Agreement"), dated as of April 6, 1998, between the REIT, the OPCO and PaineWebber (the "Additional Shares").

  • This Amendment amends the Purchase Agreement and the Purchase Price Adjustment Mechanism, each of which, as amended by this Amendment, is hereby ratified and reaffirmed and declared to be in full force and effect.

  • For U.S. federal income tax and financial accounting purposes, the Companies and Purchaser agree, to the extent relevant to their respective business and commercial activities and in the absence of a change in applicable law or rules or an administrative determination or judicial ruling to the contrary, to treat payments and deliveries made pursuant to the Purchase Price Adjustment Mechanism as adjustments to the purchase price paid for the Purchase Shares pursuant to Section 2 hereof.

  • Other than any fees payable under or in connection with the Purchase Price Adjustment Mechanism, each of the parties hereto hereby represents that, on the basis of any actions and agreements by it, there are no brokers or finders entitled to compensation in connection with the sale or issuance of the Shares to the Purchaser.

  • Exhibit B-1 ----------- See attached Form of Secured Purchase Price Adjustment Mechanism Agreement.

  • A liability is recognised for the amount expected to be paid under short - term benefits if the holding and subsidiary Companies has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • Any Price Decline Unwind Event that occurs on or after the October 15, 1998 shall be governed by the Purchase Price Adjustment Mechanism, as amended by this Amendment.

  • Exhibit B-2 ----------- See attached Form of Unsecured Purchase Price Adjustment Mechanism Agreement.

  • The rights and remedies provided under Section 7(e) hereof shall not be in limitation or exclusion of any rights or remedies available to a party, whether by agreement, at law, in equity or otherwise, with respect to the inaccuracy of any representation or warranty by, or the breach of any covenant of, the other party made herein or in the Purchase Price Adjustment Mechanism.

  • Time shall be of the essence in this Amendment with respect to all of the parties' obligations hereunder and under the Purchase Price Adjustment Mechanism.

Related to Purchase Price Adjustment Mechanism

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

  • 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.

  • 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.

  • 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).

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Adjustment Escrow Amount means $1,000,000.

  • 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).

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

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

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

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • 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.

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

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

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

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

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.