Final Buyer definition
Examples of Final Buyer in a sentence
Notwithstanding any other provision of this Agreement, each holder of shares of Seller Common Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock (after taking into account all certificates delivered by such holder), shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price.
If the Final Buyer Stock Price is above $14.00 but below $17.00, then the Exchange Ratio shall be equal to $13.50 divided by the Final Buyer Stock Price.
The “Exchange Ratio” shall be 0.794 if the Final Buyer Stock Price is at or above $17.00.
The $13.70 is calculated by multiplying the Exchange Ratio (0.794) by the Final Buyer Stock Price ($17.25).
If the Final Buyer Stock Price is at or below $14.00, then the Exchange Ratio shall be 0.964.
Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 7.6. Notwithstanding anything herein to the contrary, the Managing Member shall not be entitled to reimbursement of expenses incurred at or prior to the Effective Time unless and to the extent such expenses constitute Final Buyer Transaction Expenses within the meaning of the Business Combination Agreement.
ESP = Energy Shortfall Price = the mathematical average of the 24 individual Monthly location marginal prices of electricity, as measured at the Project’s busbar, for the applicable 2 consecutive years in which there was a Minimum Energy Shortfall BLRS = Buyers Load Ratio Share = a fraction the numerator of which is the total of the Monthly Final Buyer Retail Sales and the denominator of which is the total of the Final Total Retail Load during the applicable 2 Contract Years.
For illustration purposes, if the Final Buyer Stock Price is $17.25 and the option holder has 1,000 options with an exercise price of $10.00 per share, the cash payment shall equal $12,550, which is 1,000 multiplied by (8.85 + 13.70) - 10.00.
For the avoidance of doubt, notwithstanding anything to the contrary contained hereunder, if the sale of goods to the Final Buyer does not occur within 180 (one hundred and eighty) business days of the delivery of the goods the Buyer shall be liable to pay to the Seller the full invoice value of the delivered goods on the 181st day of the delivery.
If the Final Buyer Stock Price is above $8.48 but below $10.36, then the Exchange Ratio shall be equal to $11.00 divided by the Final Buyer Stock Price.