Subsequent Closing Purchase Price has the meaning set forth in Section 3.2.
Subsequent Closing Purchase Price means the Subsequent Revolving Closing Purchase Price or the Acquisition Purchase Price, as applicable.
Subsequent Closing Purchase Price means an amount equal to the product obtained by multiplying (x) the number of Subsequent Closing Shares by (y) $0.68;
Examples of Subsequent Closing Purchase Price in a sentence
In the event a Management Seller loses his right to receive Subsequent Closing Purchase Price pursuant to Section 3.3.4, this shall not decrease the total amount of Subsequent Closing Purchase Price payable by Buyer and shall increase other Sellers’ entitlements to the Subsequent Closing Purchase Price pro rata to their entitlements set out in Schedule A.
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For the avoidance of doubt, should an Employee Seller not be entitled to receive any Subsequent Closing Purchase Price as stipulated in Section 3.3.4(b), such Employee Seller shall regardless transfer any Subsequent Closing Shares and Options held by the respective Employee Seller to Buyer as set out in Section 2.2(ii), however, against no consideration.
Buyer shall pay the Subsequent Closing Purchase Price within ten (10) Business Days from the final determination of the Subsequent Closing Purchase Price pursuant to Sections 3.3.1–3.3.4 in immediately available funds to the Sellers’ Account.
If the Company EBITDA for the Earn-Out Period equals or is less than USD 10,300,000, then the Subsequent Closing Purchase Price payable by Buyer shall be USD 1.00.
More Definitions of Subsequent Closing Purchase Price
Subsequent Closing Purchase Price shall have the meaning as set forth on Schedule 1 next to the heading “Subsequent Closing Purchase Price,” in United States Dollars.
Subsequent Closing Purchase Price shall equal the product of the amount set forth opposite each such Buyer’s name in column (3) of the Schedule of Buyers multiplied by 12.5%. Each Buyer shall pay $1,000 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at each Subsequent Closing.
Subsequent Closing Purchase Price means an amount in cash equal to the result of the following formula: A The total of all Accountholder Indebtedness related to the Accounts (other than Charged Off Accounts) as of the Cut-Off Time and transferred at the Closing; plus B The total of all cash and cash equivalents held in bank accounts owned by the Trust or the Master Trust, including such bank accounts in the name of U.S. Bank National Association as trustee for the Master Trust or as Indenture Trustee; plus C The sum of the aggregate book values, as of the Cut-Off Time, of the assets set forth on Schedule 2.1(a) transferred at the Closing; minus D The total amount of unpaid principal and accrued but unpaid interest (net of prepaid interest) of the outstanding Notes (other than Notes held by Seller) transferred at the Closing; minus E The sum of the aggregate book values, as of the Cut-Off Time, of the Synovus Assumed Liabilities not included in Item D above and transferred at the Subsequent Closing; plus F The amount, if any, by which (x) the total notional amount and accrued but unpaid interest (net of prepaid interest) of the Deposit Liabilities as of the Cut-Off Time, transferred at the Closing is exceeded by (y) the fair market value of such Deposit Liabilities as of the Cut-Off Time as determined in accordance with the Brokered CD Curve Discount Methodology (such excess amount, if any, the “Deposit Xxxx Amount”), provided that the Deposit Xxxx Amount shall in no event be less than zero; Schedule 1.1(k) sets forth an illustrative calculation of the determination of the Deposit Xxxx Amount; plus G $5,000,000; plus H amounts payable by Capital One to or for Synovus in respect of the Expense Reimbursement (to the extent not previously paid).
Subsequent Closing Purchase Price has the meaning set forth in Section 1.4(c).
Subsequent Closing Purchase Price means (i) the sum of the values of the applicable Option Cars as of the last day of the calendar quarter immediately preceding the applicable Subsequent Closing as set forth in Section 1.1(d) of the Company Disclosure Schedule, and, in the event that such value is being determined as of the last Business Day of the Option Period, the value of each such Option Car shall be determined by interpolating on a linear basis between the values for such Option Car on the closest dates before and after the last Business Day of the Option Period, as appearing in Section 1.1(d) of the Company Disclosure Schedule. The value of each applicable Option Car pursuant to clause (i) shall be calculated in accordance with the “Methodology” set forth in Section 1.1(d) of the Company Disclosure Schedule. 22
Subsequent Closing Purchase Price has the meaning set forth on Exhibit A.
Subsequent Closing Purchase Price means an amount in cash equal to the result of the following formula: A The total of all Accountholder Indebtedness related to the Accounts (other than Charged Off Accounts) as of the Cut-Off Time and transferred at the Closing; plus B The total of all cash and cash equivalents held in bank accounts owned by the Trust or the Master Trust, including such bank accounts in the name of U.S. Bank National Association as trustee for the Master Trust or as Indenture Trustee; plus C The sum of the aggregate book values, as of the Cut-Off Time, of the assets set forth on Schedule 2.1(a) transferred at the Closing; minus D The total amount of unpaid principal and accrued but unpaid interest (net of prepaid interest) of the outstanding Notes (other than Notes held by Seller) transferred at the Closing; minus E The sum of the aggregate book values, as of the Cut-Off Time, of the Synovus Assumed Liabilities not included in Item D above and transferred at the Subsequent Closing; plus F The amount, if any, by which (x) the total notional amount and accrued but unpaid interest (net of prepaid interest) of the Deposit Liabilities as of the Cut-Off Time, transferred at the Closing is exceeded by (y) the fair market value of such Deposit Liabilities as of the Cut-Off Time as determined in accordance with the Brokered CD Curve Discount Methodology (such excess amount, if any, the “Deposit Mark Amount”), provided that the Deposit Mark Amount shall in no event be less than zero; Schedule 1.1(k) sets forth an illustrative calculation of the determination of the Deposit Mark Amount; plus G $5,000,000; plus H amounts payable by Capital One to or for Synovus in respect of the Expense Reimbursement (to the extent not previously paid). “Synovus” has the meaning specified in the preamble hereof.