Closing Net Purchase Price definition

Closing Net Purchase Price means an amount equal to the Purchase Price minus (i) the Estimated Indebtedness, the Estimated Company Transaction Expenses, the Estimated Working Capital Deficiency (if any) plus (ii) the Estimated Working Capital Surplus (if any) and the Estimated Closing Cash.
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Closing Net Purchase Price means an amount equal to the Purchase Price minus (i) the Estimated Indebtedness, the Estimated Company
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Closing Net Purchase Price shall have the meaning set forth in Section 2.6(c)(iii).
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Examples of Closing Net Purchase Price in a sentence

  • Contains the calculation of estimated Working Capital used in the determination of the Closing Net Purchase Price.

  • Exhibit A sets out the Sellers’ and the Buyer’s good faith estimates of (i) the Estimated Company Transaction Expenses, (ii) the Estimated Working Capital Deficiency, if any, (iii) the Estimated Working Capital Surplus, if any, (iv) the Estimated Indebtedness, (v) the Estimated Closing Cash, and (v) the Closing Net Purchase Price, in each case as of the Adjustment Time and, if applicable, determined in accordance with the Accounting Principles.

  • The Sellers and the Buyer have estimated, in good faith, the Closing Net Purchase Price, based on the calculations set out in Exhibit A.

  • If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.

  • Within one hundred twenty (120) days following the determination of the Closing Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as applicable) pursuant to Section 2.6(c), Purchaser shall prepare and deliver a draft of its Form 8594, completed in a manner consistent with the Allocation Schedule, to Seller.

  • If the Final Net Purchase Price exceeds the Closing Net Purchase Price (such excess amount, the “Positive Adjustment Amount ”), then the Buyer and/or the Company shall promptly (but in any event within two Business Days following the final determination of Final Net Purchase Price) pay the Positive Adjustment Amount to the Seller.

  • If the Final Net Purchase Price exceeds the Closing Net Purchase Price (such excess amount, the “Positive Adjustment Amount”), then the Buyer and/or the Company shall promptly (but in any event within two Business Days following the final determination of Final Net Purchase Price) pay the Positive Adjustment Amount to the Seller.

  • If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount ”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.

  • The Closing Net Purchase Price shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital is more than or less than the Target Net Working Capital.


More Definitions of Closing Net Purchase Price

Closing Net Purchase Price has the meaning ascribed thereto in Section 2.4.
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Related to Closing Net Purchase Price

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

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

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

  • 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).

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

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).