Initial Purchase Price definition
Examples of Initial Purchase Price in a sentence
The Equity Valuation remains US$8,400,000 and the Initial Purchase Price remains US$2,520,000, in each case subject to adjustment only as provided in Section 2.4B of the Agreement and the Confidential Performance Schedule.
Notwithstanding Section 2.3 of the Agreement or Schedule II, the Initial Purchase Price shall be payable (a) fifteen percent (15%) in cash and (b) eighty-five percent (85%) in Share Consideration (i.e., US$378,000 in cash and US$2,142,000 in Share Consideration, assuming no adjustment as provided for in the Agreement), allocated among the Selling Holders pro rata in accordance with Schedule II, which is deemed amended accordingly.
For the avoidance of doubt, as the DCMR Penalty Indebtedness Amount is treated as Indebtedness and deducted from the Estimated Initial Purchase Price in accordance with this clause 4.1, the Purchaser shall not be entitled to bring any claim against the Sellers under the Specific Indemnity set out in clause 13.1.1 of the SPA in respect of the DCMR Penalty Indebtedness Amount so deducted (no double dipping).
Nothing in this Amendment adjusts the Equity Valuation or the Initial Purchase Price.
At the Closing, Buyer shall issue to the Selling Holders a number of Class C Preferred Shares equal to (i) the portion of the Initial Purchase Price payable in Share Consideration, divided by (ii) the Stated Value, rounded down to the nearest whole share (i.e., 2,142 Class C Preferred Shares in the aggregate, assuming no adjustment).