Final Purchase Consideration definition

Final Purchase Consideration means the number of Buyer Shares issued to Sellers at the Closing calculated as follows: the Enterprise Value, (A) minus the sum of the Debt Amount plus the Transaction Expenses Amount, in each case as set forth in the Closing Statement, (B) divided by $1.15.
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Final Purchase Consideration has the meaning ascribed to it in Section 1.2.
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Final Purchase Consideration means the Purchase Consideration set forth on the final and binding Completion Statement as “Final Purchase Consideration”;
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Examples of Final Purchase Consideration in a sentence

  • The difference between the Final Purchase Consideration and the derecognised values referred to in Clause 15.1.1 above would be recognised in statement of profit & loss account in accordance with applicable accounting standards.

  • The Transferee Company acknowledges that the Holdback Amount is part of Final Purchase Consideration and the Transferee Company shall not be entitled to set off the Holdback Amount against any other amount payable by the Transferor Company pursuant to this Scheme or otherwise.

  • The difference, if any, between the Final Purchase Consideration paid and the fair value of the net assets (fair value of Divestment Assets less fair value of Divestment Liabilities) will be adjusted in the goodwill / capital reserve account, as the case may be, in accordance with the applicable accounting standards.

  • It is clarified that if the Capex Adjustment is a positive number, the absolute amount will be deducted from the Completion Date Payment /Final Purchase Consideration.

  • The Transferor Company and the Transferee Company agree that the total lump sum consideration payable by the Transferee Company to the Transferor Company for the purchase of the Divestment Business Undertaking on a slump sale basis pursuant to the Scheme shall be the Final Purchase Consideration.

  • For the avoidance of doubt, if the Completion Underpayment or the Completion Overpayment described in Clauses 14.6 or 14.7 above is less than INR 10,000,000 (Rupees Ten Million only), the Completion Date Payment shall not be adjusted and no payments shall be due under this Clause 14 and Completion Date Payment shall be treated as Final Purchase Consideration.

  • The Transferor Company shall recognise Final Purchase Consideration, which will represent the fair value of assets and liabilities transferred as part of the Divestment Business Undertaking.

  • The Final Purchase Consideration shall mean INR 26,490,000,000 (Rupees Twenty Six Billion Four Hundred Ninety Million) (“ Purchase Consideration”) as adjusted by increase / (decrease) in Working Capital Adjustment (as computed in Schedule 1 Part A) and (increase)/ decrease in Capex Adjustment (as computed in Schedule 1 Part B) (such adjusted amount, the “Final PurchaseConsideration”).

  • The Final Purchase Consideration shall be discharged by the Transferee Company to the Transferor Company as a lump sum consideration for the sale and transfer of the Divestment Business Undertaking on a going concern basis on a slump sale basis in accordance with Section 2(42C) of the Income Tax Act, 1961 (as amended) with no independent values being assigned to the individual assets and liabilities of the Divestment Business Undertaking.

  • Subject to adjustment as provided in this Article 1, at the Closing, Buyer shall issue the Buyer Shares (as adjusted to reflect the Final Purchase Consideration) and the Warrants, in each case, issued to each Seller as set forth opposite such Seller’s name on Schedule 1.1, and cause and direct the Transfer Agent to deliver to the Representative reasonable evidence of the same.


More Definitions of Final Purchase Consideration

Final Purchase Consideration the aggregate of:
Sample 1
Final Purchase Consideration means the number of Buyer Shares issued to Sellers at the Closing calculated as follows: the Enterprise Value, (A)minus the sum of the Debt Amount plus the Transaction Expenses Amount, in each case as set forth in the Closing Statement, (B)divided by $1.15.
Sample 1

Related to Final Purchase Consideration

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Base Consideration is defined in Section 2.2.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

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

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

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Per Unit Purchase Price equals $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

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