Adjustments to Purchase Price definition

Adjustments to Purchase Price means an amount equal to the sum total of (a) the aggregate amount of the SAR Payments to be paid to the Company’s employees pursuant to Section 2.3, plus (b) the aggregate amount of Success/Retention Bonuses to be paid to the Company’s employees pursuant to Section 2.4, plus (c) the Jefferies Payments, plus (d) the aggregate gross amount of the 1.45% Medicaid tax payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, plus (e) the aggregate gross amount of tax imposed under Federal Insurance Contribution Act payable by an employer with respect to the SAR Payments and the Success/Retention Bonuses, plus (f) any prepayment fees, makewhole payments, premiums, penalties or expenses that are required to retire the Indebtedness of the Company at Closing pursuant to Section 2.2(c), plus (g) the Estimated Net Settlement Amount, plus (h) the principal and accrued and unpaid interest under any loans extended to a holder of SARs under the SAR Plan after June 30, 2011 that are outstanding at the Closing, less (i) the proceeds received by the Company or its Subsidiaries prior to Closing in respect of the repayment of principal and accrued and unpaid interest under any outstanding loans extended to a holder of SARs under the SAR Plan after June 30, 2011.
Adjustments to Purchase Price set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Adjustments to Purchase Price. Attached hereto as Exhibit "B" is a schedule reflecting certain adjustments to be made to the Purchase Price. As shown in said schedule, the adjusted purchase price is $3,409,001.76 ("Adjusted Purchase Price").

Examples of Adjustments to Purchase Price in a sentence

  • Adjustments to Purchase Price Only the items set out in Schedule B (or an amendment to Schedule B), shall be the subject of adjustment or change to the purchase price or the balance due on Closing.

  • Section 2.1. Purchased Assets 9 Section 2.2. Excluded Assets 11 ARTICLE III — CONSIDERATION Section 3.1. Purchase Price 11 Section 3.2. Escrow Amount 11 Section 3.3. Post Closing Adjustments to Purchase Price.

  • Adjustments to Purchase Price 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.01.

  • Adjustments to Purchase Price, Number of Shares or Number of Rights............................16 Section 12.

  • Adjustments to Purchase Price..............................................

  • The undeveloped locations specifically described on Exhibit B shall be included in the term "Assets." 2.4 Adjustments to Purchase Price.

  • Section 1.3 Adjustments to Purchase Price (a) The Cash Payment Amount will be increased or decreased on a dollar-for-dollar basis to the extent that Final Closing Date Net Working Capital is greater than or less than (respectively) Estimated Closing Date Net Working Capital and to the extent the Final Cash/Tax Differential is greater than or less than (respectively) the Estimated Cash/Tax Differential.

  • ARTICLE 1 PRINCIPAL TRANSACTION 1 Section 1.1. Sale and Purchase of Stock 1 Section 1.2. Purchase Price; Payment 1 Section 1.3. Adjustments to Purchase Price 2 Section 1.4. Closing.

  • OF THE SHARES 1 2.1 Purchase of the Shares 1 2.2 Purchase Price 2 2.2.1 General 2 2.2.2 Payment of Purchase Price 2 2.2.3 Estimated Closing Statement; Adjustment of Initial Purchase Price 2 2.2.4 Adjustments to Purchase Price 2 2.3 The Closing 4 ARTICLE 3.

  • EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR EXCEPT FOR ANY EXPRESS WARRANTIES AGREED TO IN A STATEMENT OF WORK, SPRINT MAKES NO WARRANTIES EXPRESS OR IMPLIED, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO NEWCO UNDER THIS AGREEMENT.

Related to Adjustments to Purchase Price

  • Purchase Price Adjustments has the meaning given to it in Section 2.04(a).

  • Purchase Price Adjustment has the meaning set forth in Section 3.2(a).

  • Base Purchase Price has the meaning set forth in Section 2.2.

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Unit Purchase Price means the minimum cost to purchase one

  • Purchase Price means the amount calculated in accordance with the second preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • 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).

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

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Adjustments are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

  • Deferred Purchase Price means the portion of the Purchase Price of Purchased Receivables purchased on any Purchase Date exceeding the amount of the Purchase Price under Section 2.02 to be paid in cash, which portion when added to the cumulative amount of all previous Deferred Purchase Prices (after giving effect to any payments made on account thereof) shall not exceed 15% of the Outstanding Balance of the Transferred Receivables. The obligations of the Purchaser in respect of the Deferred Purchase Price shall be evidenced by the Purchaser’s subordinated promissory note in the form of Exhibit C hereto.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Net Purchase Price for any Account means an amount equal to the gross face amount of such Account less (i) the WFBC’s Discount and (ii) any other charges with respect to such Account and less any amount of any trade discounts, credits or allowances, or any other reductions or adjustments to such Account taken by the Account Debtor.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • SOFR Adjustment with respect to Daily Simple SOFR means 0.11448% (11.448 basis points); and with respect to Term SOFR means 0.11448% (11.448 basis points) for an interest period of one-month’s duration, 0.26161% (26.161 basis points;) for an interest period of three-month’s duration, 0.42826% (42.826 basis points) for an interest period of six-months’ duration, and 0.71513% (71.513 basis points) for an interest period of twelve–months’ duration.

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Base Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.