Definition of Final Purchase Price


Final Purchase Price means (i) the Proposed Purchase Price, if Parent does not deliver an Adjustment Dispute Notice; (ii) the amount agreed between Parent and Purchaser, if any; or (iii) the Correct Purchase Price, if determined by the Independent Accounting Firm. Within five (5) days following the final determination of the Final Purchase Price pursuant to Sections 3.2(b), (c) and (d), (x) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference to Seller or its successor; or (y) if the Final Purchase Price is less than the Closing Payment Amount, Parent will cause Seller, or its successor, to pay the difference to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of same day funds to the account specified by the Party receiving payment.


Final Purchase Price means the Purchase Price determined in accordance with Article 3 and Section 16.2.

Final Purchase Price means an amount equal to (a) Base Merger Consideration, minus (b) Closing Indebtedness, minus (c) the amount, if any, by which the Target Cash exceeds the Closing Cash, plus (d) the amount, if any, by which the Closing Net Working Capital exceeds the Target Net Working Capital, plus (e) the amount, if any, by which the Closing Cash exceeds the Target Cash, minus (f) the amount, if any, by which the Target Net Working Capital exceeds the Closing Net Working Capital, each as finally determined pursuant to this Section 2.16

Examples of Final Purchase Price in a sentence

To the extent the Purchase Price is adjusted under Section 3.2, the parties shall adjust the Final Purchase Price Allocation consistent with Schedule 3.4 and the rules under Section 1060 of the Code to reflect such adjustment to the Purchase Price.
The parties agree to act in accordance with the computations and allocations contained in the Final Purchase Price Allocation in any relevant Tax returns or filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of local, state and foreign law (“1060 Forms”)), and to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law.
Neither Buyer nor Seller shall take any position (whether in audits, Tax returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable law.
If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference.
We will only purchase Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn.



More definitions of Final Purchase Price

Final Purchase Price means the Base Purchase Price (i) plus an amount, if any, equal to the amount by which the Final Closing Working Capital exceeds the Base Working Capital, (ii) minus an amount, if any, equal to the amount by which the Base Working Capital exceeds the Final Closing Working Capital, and (iii) minus an amount, if any, equal to the Final Closing Debt.


Final Purchase Price means (i) $307,000,000, plus (ii) Cash on Hand, minus (iii) Closing Indebtedness, minus (iv) Unpaid Sold Company Transaction Expenses, plus (v) the amount (if any) by which Closing Net Working Capital exceeds the Target Net Working Capital by more than $100,000, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds Closing Net Working Capital by more than $100,000, minus (vii) the Aggregate Replacement Option Value.

Final Purchase Price means a price per gallon of ethanol based on the final purchase price formula mutually agreed by Gold and an end customer, as specified in a given Direct Index Price Purchase Order, which final purchase price may be based on a monthly average from a specified day of trading of a specified reputable ethanol index (which indices include, but are not limited to, OPIS or Platt’s New York Harbor), and/or such other factors and Gold and such end customer may choose to include in the final purchase price formula.

Final Purchase Price means an aggregate amount equal to (i) the Enterprise Value, (ii) plus the Final Cash, (iii) plus the amount, if any, that Final Working Capital is greater than Target Working Capital, (iv) minus the amount, if any, that Final Working Capital is less than Target Working Capital, (v) minus the Final Indebtedness, (vi) minus the Final Transaction Expenses.

Final Purchase Price means the Final Market Price multiplied by the Purchase Price Percentage.

Final Purchase Price means the Purchase Price as determined by reference to the Final Balance Sheet and the Final Calculation Report.

Final Purchase Price means, without duplication, (i) the Purchase Price plus (ii) the Final Upward Working Capital Adjustment minus (iii) the absolute value of the Final Downward Working Capital Adjustment minus (iv) the Final Indebtedness minus (v) the Final Selling Expenses.