Upset Price Sample Clauses

Upset Price. 5 EXHIBITS
Sample 1Sample 2
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Upset Price. 63 (b) Payment of Break-Up Fee and Reimbursement of Expenses.......................64 Section 15. ADDITIONAL POST-CLOSING COVENANTS.........................65 (a) Further Assurances..............................65 (b) Benefits under Unassignable Contracts...........66 (c) Use of Sellers' Premises........................66 (d) Records.........................................67 (e) Sellers' Employees..............................68
Sample 1
Upset Price. Sellers shall be entitled to solicit higher and better offers for the Business and the Assets from third parties, provided that (i) Sellers shall require that any such offer for the Assets have a fair market value (including the amount of Sellers' liabilities to be assumed) at least $500,000 greater than the fair market value of the sum of the Consideration and the Assumed Liabilities (the "Upset Price") and (ii) Sellers shall not sell the Assets to any Person whose offer, as determined jointly by Sellers and the Creditors' Committee, with the approval of the Bankruptcy Court, does not have a fair market value at least equal to the Upset Price.
Sample 1
Upset Price. This Agreement is subject to the receipt by Sellers of a "higher and better" offer to purchase the Business in an amount not less than $7,000,000 more than the Purchase Price ("Upset Price"). Thereafter, all bids above the Upset Price shall be in increments of $2,500,000. In addition, as a condition to Sellers' acceptance of such Higher and Better offer, at the time of making such offer, the offeror of such Higher and Better offer ("Offeror") must present a certified check or official bank check equivalent in the amount of 10% of its proposed purchase price to serve as a good faith deposit against the Offeror's purchase price ("Higher and Better" offer). Notwithstanding the foregoing, Sellers must offer Purchaser the right, exercisable for a period of four hours, to acquire the Purchased Assets at the Offeror's price, upon the terms and conditions set forth herein, except that the Purchaser shall receive a credit from Sellers toward the Purchase Price in the amount of $3,000,000 ("Right of First Refusal"). In the event Purchaser exercises its right to acquire the Purchased Assets after a Higher and Better offer, the amount of the Purchase Price in excess of $100,000,000 shall be paid in the same manner and on the same terms as specified in Section 3.1 (i.e., (i) 80% in cash on the Closing Date and (ii) 20% in cash or WCI Shares on the Plan Effective Date; with 1/5 of such 20% being deposited into escrow under the Escrow Agreement).
Sample 1
Upset Price. N/A Sheriff ’s Office Peynier Street Castries [ First Publication ] N OTICE is hereby given that the immovable property hereinafter described will be put up for Sale and Adjudication by the Sheriff, or his Officer, at the Court House or at the Registrar’s Office in the City of Castries, on the day of Sale hereinafter stated for each property between the hours of ten and eleven o’clock in the forenoon by the Court House clock. The purchase money shall be payable as follows:
Sample 1

Related to Upset Price

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Price If pricing is not stated on this Order or in an executed procurement agreement, then Supplier’s pricing shall not exceed the lowest prices charged by Supplier to other similarly situated customers. Except as otherwise provided in this Order, such prices are inclusive of applicable value added tax and other similar taxes (collectively “VAT”), freight charges and duties.

  • Sale Price (a) As consideration for the sale of the CEF Assets pursuant to Section 2.1 hereof, the Purchaser shall pay to the applicable Seller on the Closing Date, the CEF Purchase Price for the CEF Assets sold and transferred by such Seller to the Purchaser on the Closing Date. The CEF Purchase Price for the sale of CEF Assets shall be an amount equal to the fair market value thereof as agreed upon by the Purchaser and the applicable Seller prior to such sale.

  • The Price 1. During the period of validity indicated in the offer, the prices of the products and/or services being offered will not be increased, except for price changes in VAT-tariffs.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Conversion Price The conversion price in effect on any Conversion Date shall be equal to $0.03, subject to adjustment herein (the “Conversion Price”).

  • Settlement Price For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page CAMP <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

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