Proposed Final Purchase Price Statement definition

Proposed Final Purchase Price Statement setting forth Purchaser’s proposed final calculation of the Working Capital, Working Capital Adjustment, if any, and Final Purchase Price in accordance with this Agreement; (ii) a certificate of an officer of Purchaser that the Proposed Final Purchase {N4542682.1} 5 Price Statement was prepared in accordance with this Agreement; and (iii) reasonably detailed explanations and work papers supporting such calculations and each component of the calculations.
Sample 1
Proposed Final Purchase Price Statement. Section 2.02(d) "PUCT" -- Section 3.08(b) "PUHCA" -- Section 3.20 "Purchase Price" -- Section 2.02(a) "Purchased Shares" -- Section 1.01 "Purchaser" -- Preamble "Purchaser By-Laws" -- Section 4.02(b) "Purchaser Charter" -- Section 4.02(b) "Purchaser Common Stock" -- Section 2.02(b) "Purchaser Disclosure Schedule" -- Article IV (Preamble) "Purchaser Financial Statements" -- Section 4.06(b) "Purchaser Preferred" -- Section 4.02(a) "Purchaser SEC Reports" -- Section 4.06(a) "Release" -- Section 3.19(f)(iv) "Representatives" -- Section 10.10(j) "Required Approvals" -- Section 7.01(d) "Risk Management Instruments" -- Section 3.24(a) "Risk Management Policies" -- Section 3.24(b) "SEC" -- Section 3.09(a) "Section 5.11" -- Section 3.24(b) "Securities Act" -- Section 3.09(a) "Selling Shareholder" -- Preamble "Selling Shareholder Disclosure Schedule" -- Article III (Preamble) "Series C Preferred Stock" -- Section 3.02(a) "Series D Preferred Stock" -- Section 3.02(a) "Specified Date" -- Section 3.16(c) "Specified Employment Agreements" -- Section 2.02(a)(vi) "Statement of Resolution" -- Section 2.02(a)(iv) "Stranded Cost Appeal Recovery" -- Section 2.02(a)(iii) "Stranded Cost Appeal Recovery Adjustment" -- Section 2.02(a)(iii) "Stranded Cost Proceeding" -- Section 6.10(b) "Subsidiary" -- Section 10.10(k) "Tax" and "Taxes" -- Section 3.16(a) "TNMP" -- Section 3.09(a) "Transaction" -- Section 1.02 "Transfer Taxes" -- Section 6.05 "Transferred Employee" -- Section 6.03(a) "Twenty-Day Trading Period" -- Section 9.01(g) "Working Capital" -- Section 2.02(a)(i) This STOCK PURCHASE AGREEMENT, dated as of July 24, 2004 (this "Agreement"), is made and entered into by and between PNM Resources, Inc., a New Mexico corporation (the "Purchaser"), and SW Acquisition, L.P., a Texas limited partnership (the "Selling Shareholder") and the holder of all of the shares of common stock, no par value per share of TNP Enterprises, Inc., a Texas corporation (the "Company").
Sample 1
Proposed Final Purchase Price Statement. Section 2.02(d) “PUCT” — Section 3.08(b) “PUHCA” — Section 3.20
Sample 1

Examples of Proposed Final Purchase Price Statement in a sentence

  • Upon completion of such review, the Seller shall give any comments or objections it has with respect to the Proposed Final Purchase Price Statement to the Purchaser and the Company in writing within such thirty (30) day period (the "Objection Letter").

  • Within forty-five (45) days after receipt by Seller of the Proposed Final Purchase Price Statement, Seller must either inform Purchaser in writing that the Proposed Final Purchase Price Statement is acceptable, or deliver a written notice (the “Objection Notice”) to Purchaser setting forth in reasonable detail any objection or disagreement Seller has with respect to any items set forth in or missing from the Proposed Final Purchase Price Statement.

  • If no Objection Letter is delivered or the matters set forth in the Objection Letter are so resolved, then the Proposed Final Purchase Price Statement, as adjusted for any changes as are agreed upon by the Seller and the Purchaser, shall be final and binding upon the Seller and the Purchaser and shall constitute the final Purchase Price (the "Final Purchase Price").

  • The fees of the Company's auditors incurred in connection with the preparation of the Proposed Final Purchase Price Statement shall be borne by the Purchaser, and the fees of the Seller's auditors incurred in connection with their review of the Proposed Final Purchase Price Statement shall be borne by the Seller.

  • Based on the host countries’ interest to control migration movements as well as UNHCR’s current approach towards protracted refugee situations, repatriation has been referred to as the preferred durable solution (Black and Gent 2006).

  • As promptly as practical, but in no event more than sixty (60) days after the Closing, the Purchaser shall cause the Company to prepare and deliver to the Seller and the Purchaser a draft of a statement prepared in good faith setting forth the relevant calculations resulting in the final Purchase Price (the "Proposed Final Purchase Price Statement") which shall show, as of the Closing Date, the actual Assumed Obligations and variance, if any, from the Base Working Capital.


More Definitions of Proposed Final Purchase Price Statement

Proposed Final Purchase Price Statement has the meaning ascribed to such term in Section 2.4(a). “Proprietary Information” has the meaning ascribed to such term in Section 4.12(g). CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Sample 1
Proposed Final Purchase Price Statement setting forth Buyer’s proposed calculation of the Purchase Price and the components thereof, including (i) a proposed calculation of the actual Net Working Capital of the Acquired Companies as of the Closing and the related Net Working Capital Adjustment, (ii) a proposed calculation of the actual amount of Cash and Cash Equivalents of the Acquired Companies as of the Closing, and (iii) a proposed calculation of the actual amount of Debt of the Acquired Companies as of the Closing, and, in each case, the components thereof, together with reasonable supporting detail. Buyer shall prepare the Proposed Final Purchase Price Statement in good faith in accordance with GAAP and Schedule C and shall cause it to be in the same form and include the same line items as the Estimated Purchase Price Statement.
Sample 1
Proposed Final Purchase Price Statement has the meaning set forth in Section 2(f)(i).
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Related to Proposed Final Purchase Price Statement

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

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

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

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

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

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Initial 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.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

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

  • Preliminary Purchase Event means any of the following events:

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

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

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

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

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

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Settlement Statement has the meaning set forth in Section 3.2(a).