PROPOSED PURCHASE PRICE Sample Clauses

PROPOSED PURCHASE PRICE. 1. In the case of any issuance or sale of Company Securities (other than an issuance for cash (other than a public offering of Company Securities) or offer from a prospective third party for cash) subject to Section 4.3 or Section 4.4 of the Stockholders Agreement, the Proposed Purchase Price (as contemplated by Section 4.3(b)(iii) and Section 4.4(b)(iii) of the Stockholders Agreement) in connection with such issuance or sale shall be as follows (unless (x) Xxxxxxx elects to propose a different purchase price or procedure which is agreed to by an RPT Committee or (y) to the extent Article III of this Schedule 4.5(c) is applicable, Xxxxxxx exercises its rights pursuant to Article III of this Schedule 4.5(c) (and the exercise of such rights is approved as set forth in Article III of this Schedule 4.5(c)) in which case Article III of this Schedule 4.5(c) shall apply):
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PROPOSED PURCHASE PRICE. Except as provided in Section 13.2(b)(2) hereof and Section 13.2(b)(3) hereof, for Projects to be marketed for sale pursuant to Section 13.1(b)(1) hereof or Section 13.1(b)(2) hereof, the Purchase Price shall be the Proposed Purchase Price;
Sample 1
PROPOSED PURCHASE PRICE. Based on the information known to the Buyer on the date hereof, the total consideration for the Assets will be as follows (collectively, the "PURCHASE PRICE"):
Sample 1
PROPOSED PURCHASE PRICE. Based upon the information known to the Prospective Buyer on the date hereof, the Prospective Buyer will issue five (5) million shares of its common stock, registered on Form S-4 (or such other appropriate form), subject to adjustment as set forth below in this Section 2 (collectively, the "Purchase Price"). If the Closing Price of the Prospective Buyer's common stock on the date the Merger Agreement is executed is in excess of $10.00 per share or less than $4.00 per share, then the parties shall negotiate an adjustment of the Purchase Price in good faith. For purposes hereof, "Closing Price" shall mean the average of the last sale price of Prospective Buyer's stock as reported on the NASDAQ National Market for the twenty trading days prior to the date of the Merger Agreement. The Merger Agreement shall include a customary escrow mechanism, the terms of which shall be acceptable to the Prospective Seller and Prospective Buyer, that will (a) entitle the Prospective Buyer to a Purchase Price adjustment for undisclosed liabilities that are assumed as part of the Transaction; and (b) entitle the Prospective Seller to a Purchase Price adjustment if, between the date hereof and the Closing, outstanding shares of Prospective Buyer shall be changed into a different number of shares by reason of any stock split or similar recapitalization. Prospective Seller will use reasonable efforts to have its stockholders execute a lock-up agreement, mutually agreeable to Prospective Seller, Prospective Buyer and the investment bankers of Prospective Buyer, with respect to the common stock issuable in payment of the Purchase Price; provided, however, that it shall be a condition to Closing that all stockholders of Prospective Seller receiving five percent (5%) or more of such common stock execute such lock-up agreement. Any stockholders of Prospective Seller that will hold five percent (5%) or more of the outstanding common stock of Prospective Buyer as a result of the Transaction shall also be required to execute a shareholders' agreement requiring such stockholders to vote their shares with the majority of the stockholders of Prospective Buyer.
Sample 1
PROPOSED PURCHASE PRICE. As demonstrated in the attached project pro-forma, the residual land value of the development is negative. The proposed purchase price is $80,000, however the project will require substantial governmental subsidy. As negotiated with DHCD, the project requires $4,719,197 in HPTF subsidy, plus an additional $484,500 site and utility reserve that will not be drawn unless the project requires it (for a total maximum subsidy of $5,203,697 in the event the site and utility reserve is drawn in full). The HPTF subsidy will be passed through to the home purchasers in the form of a second trust at a rate of 0% and with a 15 year term. The second trust will be forgiven 1/15 each year for the term of the loan, provided the purchaser remains in compliance with the terms of the affordability covenant.
Sample 1

Related to PROPOSED PURCHASE PRICE

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Option Purchase Price (A) If the Management Investor shall be terminated by the Company without Cause, resign with Good Reason or shall cease to be employed by the Company by reason of death, normal retirement at age 65 or more under the Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price On or prior to the first anniversary of Adjusted Cost Price multiplied by the Closing the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the second 80% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the third 60% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fourth 40% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fifth 20% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 80% of the Purchase Number

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