Estimated Purchase Price Calculation definition

Estimated Purchase Price Calculation has the meaning set forth in Section 2.4(a).
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Examples of Estimated Purchase Price Calculation in a sentence

  • At the Closing, Purchaser shall pay and discharge, or cause to be paid and discharged, all Closing Indebtedness and all unpaid Company Transaction Expenses identified on the Estimated Purchase Price Calculation Statement by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company concurrently with the delivery of the Estimated Purchase Price Calculation Statement.

  • Sellers and the Acquired Companies shall consider in good faith, and consult with Buyer regarding, any comments on the Estimated Purchase Price Calculation Statement that are submitted by Buyer on or before the second Business Day prior to the Closing Date.

  • In the event that the Final Purchase Price Calculation Statement determined by Purchaser results in an adjustment of$250,000 or less (regardless of whether the difference is positive or negative), when compared with the Estimated Purchase Price Calculation Statement determined by Sellers, then the parties hereto agree that the Final Purchase Price Calculation Statement shall be the final determination between the parties, andno adjustment between the parties shall be made pursuant to this Section 3.4.

  • The Payment Schedule sets forth the format for the calculation of the amounts described in this Section 2.2. The Estimated Purchase Price Calculation Statement will be prepared in accordance with the Accounting Principles.

  • In the event that the Final Purchase Price Calculation Statement determined by Purchaser results in an adjustment of $250,000 or less (regardless of whether the difference is positive or negative), when compared with the Estimated Purchase Price Calculation Statement determined by Sellers, then the parties hereto agree that the Final Purchase Price Calculation Statement shall be the final determination between the parties, and no adjustment between the parties shall be made pursuant to this Section 3.4.

  • Au terme de multiples voyages, et réflexions mensuelles, sous forme de questions-réponses, qu’il a lui-même conçues, Mouawad a proposé de monter la totalité des pièces de Sophocle, à Mons, capitale de la culture, en 2015, en se basant sur les résultats de ce « parcours initiatique » et sur les échos de la pensée sophocléenne dans la vie des jeunes citoyens.

  • The Estimated Purchase Price Calculation Statement shall (i) be accompanied by all information reasonably necessary to determine the information contained in such Estimated Purchase Price Calculation Statement and such other information as may be reasonably requested by Purchaser and (ii) be duly certified by a duly authorized officer of Purchaser to be a true, correct and complete estimate of the amounts set forth therein as of the Closing Date.

  • Zásoby by se měly řídit systémem pevných objednávacích okamžiků „s“.

  • Seller shall, and shall cause each Group Company to, reasonably promptly after a reasonable written request by the Buyer, make those portions of the Group Company’s financial records, supporting documents and work papers and relevant personnel reasonably available to Buyer and its accountants and other representatives during the review by Buyer of, and the resolution of any objections with respect to, the Estimated Purchase Price Calculation.

  • Upon delivery of the Estimated Purchase Price Calculation Statement, Seller shall provide Purchaser and its Representatives with reasonable access to the employees, agreements and books and records of Seller and the Company to verify the accuracy of such amounts.

Related to Estimated Purchase Price Calculation

  • Estimated Purchase Price has the meaning set forth in Section 2.2.2(b).

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

  • 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.

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

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

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

  • 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.

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

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

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

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

  • Accelerated Purchase Price means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, ninety-five percent (95%) of the lower of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the “Accelerated Purchase Commencement Time”), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the “Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Escrow Amount means $1,000,000.

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

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

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).