Purchase Price Excess definition

Purchase Price Excess will have the meaning set forth in Section 6.06(b) of the Standard Terms.
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Purchase Price Excess has the meaning set forth in Section 1.9(d).
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Purchase Price Excess has the meaning set forth in Section 2.5(f).
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Examples of Purchase Price Excess in a sentence

  • At the Closing, (a) if there is a Purchase Price Excess, DMRC Sub shall deliver to L-1 by wire transfer of immediately available funds an amount in cash equal to the Purchase Price Excess, and (b) if there is a Purchase Price Shortfall, Digimarc shall deliver to DMRC Sub by wire transfer of immediately available funds an amount in cash equal to the Purchase Price Shortfall.

  • Notwithstanding Section 19(a) through (d), the Seller’s payment (if any) under Section 5(a)(i) or any return of Purchase Price, Excess Shares or Make-whole Excess Shares (as those terms are defined in the Cover Letter) by the Seller to the Company in connection with a cancellation of the Agreement and the transactions contemplated thereby pursuant to the terms of the Cover Letter will be made without any deduction or withholding for or on account of any Tax other than a Designated Tax.

  • If the Purchase Price is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then Buyer shall pay to the Sellers (in accordance with each Seller's Proportionate Share) an amount equal to the amount of such Purchase Price Excess.

  • Notwithstanding anything contained in this Section 10.5, with respect to any Purchase Price Excess pursuant to Section 2.5(c)(i), the payment of such Purchase Price Excess shall not be required to be satisfied with funds from the Escrow Account, but shall be paid to Purchaser, at Purchaser’s sole option, (a) with funds from the Escrow Account, or (b) directly from Seller.

  • If the Purchase Price is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then Buyer shall pay to the Seller an amount equal to the amount of such Purchase Price Excess.

  • Notwithstanding the foregoing, Buyer may, in its sole discretion, claim any payment due to it by Seller under this Section 2.3(d) from the Escrow Amount, in which case Buyer and Seller will execute joint written instructions to be delivered to the Escrow Agent instructing the Escrow Agent to disburse to Buyer an amount equal to the Purchase Price Excess.

  • Buyer shall have the right to withhold and set off against any Earn-out Consideration payable pursuant to this Section 2.4 the amount of (i) any Purchase Price Excess owed to it pursuant to Section 2.3 and (ii) any Indemnifiable Damages to which any Indemnified Person may be entitled under this Agreement or any ancillary document hereto.

  • If the Purchase Price as finally determined pursuant to Section 1.5 is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then the Buyer shall pay or cause to be paid to the Seller an amount equal to the Purchase Price Excess.

  • Immediately prior to the Purchase, cash of the Company ----------- and its Subsidiaries including without limitation the Bulrad Purchase Price ("Excess Cash") shall be paid or distributed as follows: (i) first, to discharge any outstanding Debt of the Company and its Subsidiaries and (ii) second, to the extent any Excess Cash remains after the application pursuant to clause (i) above, distributed to the Sellers.

  • For all relevant Tax purposes, the payment of the Purchase Price Excess or the Purchase Price Shortfall, as applicable, shall be deemed to be made immediately prior to the Distribution.


More Definitions of Purchase Price Excess

Purchase Price Excess means the amount, if any, by which the aggregate price paid to holders of Digimarc Common Stock in the Offer and Merger exceeds $310,000,000.
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Purchase Price Excess. Section 3.04(e)(i) “Purchaser” Preamble “Purchaser Arrangements” Section 6.14 “Purchaser Indemnified Parties” Section 8.02(a)
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Purchase Price Excess has the meaning ascribed thereto in paragraph 2.2 of Schedule 4 (Completion Statement);
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Related to Purchase Price Excess

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

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

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

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

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

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

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

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

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Net 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.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Per Unit Purchase Price equals $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

  • Spread Value means, with respect to a share of Stock subject to an Award, an amount equal to the excess of the Fair Market Value, on the date such value is determined, over the Award’s exercise or grant price, if any.