Share Value definition
Examples of Share Value in a sentence
Notwithstanding anything to the contrary set forth above, in the event of there being an indemnifiable Loss in respect of a breach of any of the representations or warranties set forth in Section 5.12 of this Agreement, the Seller’s liability shall be limited to 10% of the value of the Seed Share Consideration held by it calculated on the basis of the Per Share Value and 10% of any Deferred Consideration Payment paid or payable to it.
The price (the “Purchase Price”) payable by the Purchaser to the Vendors for the Purchased Shares will be the sum of EIGHTEEN MILLION DOLLARS ($18,000,000.00) inclusive of the Share Value subject to adjustment in accordance with the terms hereof and payable as hereinafter set forth in Section 2.3 hereof.
For greater certainty, the Parties acknowledge and agree that if a Xxxxxxxx Spin-Out Event has occurred, the Xxxxxxxx Spinco Share Value shall not be included, directly or indirectly, in the determination of Aggregate Adjusted Consideration hereunder.