Purchase Price Measurement Time definition

Purchase Price Measurement Time means the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement.
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Purchase Price Measurement Time means 11:59 p.m. (Eastern Time) on the calendar day immediately preceding the Closing Date, without giving effect to the transactions contemplated by this Agreement.
Sample 1Sample 2

Examples of Purchase Price Measurement Time in a sentence

  • The date on which the Closing occurs is referred to herein as the “Closing Date.” Solely for financial accounting purposes, to the extent permitted by Law, the Closing shall be deemed to have become effective as of the Purchase Price Measurement Time.

  • If the Company estimates no later than three (3) Business Days prior to the Closing Date, that Cash of the Acquired Companies as of the anticipated Purchase Price Measurement Time would otherwise exceed Ten Million Dollars ($10,000,000.00), the Company shall use its commercially reasonable efforts to use the excess to reduce Indebtedness, and may extend the date by which Closing is otherwise required to occur for up to two Business Days.

  • The date on which the Closing occurs is referred to herein as the “Closing Date.” For financial accounting and Tax purposes, to the extent permitted by Law, the Closing shall be deemed to have become effective as of the Purchase Price Measurement Time.

Related to Purchase Price Measurement Time

  • Measurement Time means 12:01 a.m. Eastern Time on the Closing Date.

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.

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

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

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

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

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

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

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

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

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Adjusted Value as used in subdivision (d) means:

  • Measurement Point means the emission source for which continuous emission measurement systems (CEMS) are used for emission measurement, or the cross-section of a pipeline system for which the CO2 flow is determined using continuous measurement systems;

  • Average Closing Price means the average of the closing market prices of a Share over the last five (5) Market Days on which transactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and

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

  • Adjustment Time means 12:01 a.m. eastern time on the Closing Date.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Adjusted Price means the Unit Price, for a particular Pharmaceutical in any Relevant Period, divided by two;

  • Target Price means the estimated amount payable to the Contractor for the performance of the Work under a Cost Plus Fixed Fee (CPFF) Contract.

  • Highest Closing Price means the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable.

  • Daily Measurement Value means the Specified Dollar Amount (if any), divided by 40.

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

  • Measurement Date has the meaning set forth in Section 3.3(a).