Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.
Post-Closing Purchase Price Adjustment In the event that the Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.
Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.
Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).
Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.
Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Twenty-Four Thousand Dollars ($24,000) (the “Promissory Note”) as the consideration for the Ownership Interests.
Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”).
Amount of Purchase Price The purchase price per Share for each share which the Optionee is entitled to purchase under the Options shall be $1.25 per Share.
Purchase Price Adjustment The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.06 upon the earliest of (i) the failure of the Seller to notify the Purchaser of a dispute within 30 Business Days of the Purchaser’s delivery of the Closing Balance Sheet to the Seller, (ii) the resolution of all disputes, pursuant to Section 2.06(b), by the Purchaser and the Seller and (iii) the resolution of all disputes, pursuant to Section 2.06(b), by the Independent Accounting Firm. Within three Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:
Closing Purchase Price The closing of the Transactions (the "Closing") shall take place at Saul, Ewing, Xxxxxx & Xxxx, 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, at 10:00 a.m., local time, on the later of (a) October 31, 1997 and (b) the first business day after ten (10) days following the date all authorizations, consents, waivers, orders and approvals (and, in the case of Section 6.2(d), modifications) required to be obtained pursuant to the provisions of Section 6.1(a) and 6.2(d) have been obtained, or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such warranty deeds, bills of sale, assignments, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Seller Assets and the Seller Business (the "Purchase Price") shall be an amount equal to $70,250,000, subject to adjustment as provided in Section 2.2(d) plus an amount equal to the Prepaid Expenses and minus an amount equal to the sum of (a) the Seller Nonassumed Obligations, if any, which ATS agrees to assume, and (b)