Adjusted Purchase Consideration definition

Adjusted Purchase Consideration has the meaning set forth in Section 8.4(e).
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Examples of Adjusted Purchase Consideration in a sentence

  • The Initial Purchase Consideration shall be subject to adjustment in accordance with the provisions of Section 1.5, and as so adjusted, shall be referred to hereinafter as the "Adjusted Purchase Consideration." For purposes of this Agreement, the term "Business Days" means any day on which the New York Stock Exchange is open for trading.

  • If the Adjusted Purchase Consideration calculated with reference to the higher end of the range of the Value is less than the Original Purchase Consideration, the payment obligation of the Purchaser shall be reduced by the shortfall up to a maximum of 20% of the Original Purchase Consideration.

  • Adjusted Purchase Consideration = Purchase Consideration - ( Purchase Consideration 20,000,000 X NAV Deficit ) The Sale and Purchase Agreement does not provide that any adjustments will be made to the Purchase Consideration in the event the Final NAV exceeds the Estimated NAV.

  • For the avoidance of doubt, no adjustment to the Original Purchase Consideration shall be made if the Original Purchase Consideration is within the range or lower than the lower range of the Adjusted Purchase Consideration.

  • To the extent that any portion of the Deposit is not thus retained in escrow at the Closing, such portion of the Deposit shall be applied to the payment of the Adjusted Purchase Consideration at the Closing.

  • Not less than three (3) Business Days prior to the Closing, the Selling Shareholders shall prepare and submit to Amerac for review a draft settlement statement (the "Preliminary Settlement Statement") that shall set forth each estimated adjustment to be made to the Initial Cash Amount in accordance with Section 1.5 based upon information available as of the date of preparation of such Preliminary Settlement Statement, and calculate the preliminary Adjusted Purchase Consideration to be paid at Closing.

  • The Original Purchase Consideration shall be adjusted with reference to the Value (the "Adjusted Purchase Consideration") as follows: Adjusted Purchase Consideration = The Value x 63% In the event that the Value is provided as a range, the Adjusted Purchase Consideration will be calculated in relation to both the upper and the lower end of the range of the Value.

Related to Adjusted Purchase Consideration

  • Adjusted Purchase Price means the product of the Purchase Price and the Proration Factor. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Shares and capital stock equivalents upon exercise of the Rights among holders of Rights.

  • 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 $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Base Consideration has the meaning set forth in Section 2.2.