Purchase Price Shortfall definition

Purchase Price Shortfall. As defined in Section 1.4(b).

Purchase Price Shortfall means the Purchase Price Adjustment Amount, if negative.

Purchase Price Shortfall has the meaning set forth in Section 1.03(e).

Examples of Purchase Price Shortfall 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.

• Except as otherwise provided herein, any payment of the Purchase Price Shortfall or the Purchase Price Excess, as the case may be, shall be due (x) within five (5) Business Days of acceptance of the Closing Statement or (y) if there are disputed amounts, then within five (5) Business Days of the resolution described in Section 3.3(h) above.

• 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 or Trust Transfer, as applicable.

• Conclusion 35References 37Appendix A 47Appendix B 57 Index of Tables Table 3.

• The Holdback shall serve as collateral for any claim of the Purchaser under or in connection with this Agreement, including, for the avoidance of doubt, any claim of the Purchaser for the payment of a Purchase Price Shortfall Amount (collectively, the “Holdback Claims”).

More Definitions of Purchase Price Shortfall

Purchase Price Shortfall has the meaning given in Clause 5.10;

Purchase Price Shortfall has the meaning given in Clause 5.12; “Replacement Rig” means an EXL class rig owned by Rowan which is to be contributed to the Company as a replacement for a Rig which has been materially damaged or which has suffered an Event of Loss, in accordance with this Agreement; “Replacement Rig Appraisal Procedure” has the meaning given in Part II of Schedule 1 (Valuation of Asset Contribution); “Rig Contribution Value” has the meaning given in Part II of Schedule 1 (Valuation of Asset Contribution); “Rig Management Agreement” means the relevant Rig Management Agreement (as defined in the Shareholders’ Agreement) between Rowan and the Company; “Rigs” means the rigs owned by Rowan and listed in Section 1 of Schedule 2 (Assets) and includes (as the context requires) any Replacement Rigs; “Rowan” has the meaning given in the Preamble; “Rowan Group” has the meaning given in Clause 7.1 (Indemnities); “Rules” has the meaning given in Clause 26.2 (Governing Law and Jurisdiction); “Saudi Aramco” has the meaning given in the Preamble, provided that in Schedule 13 (Specifications) a reference to Saudi Aramco means Saudi Aramco Customer; “Saudi Aramco Customer” has the meaning given to such term in the Shareholders’ Agreement; “Saudi Aramco Group” has the meaning given in Clause 7.1 (Indemnities); “SCA Survey” means a detailed Systems Condition Assessment conducted by the American Bureau of Shipping or another mutually agreed third party in accordance with the terms of reference set forth on Schedule 4 (SCA Survey Procedures), the costs of which shall be borne equally by Rowan and Saudi Aramco; “Shareholders” has the meaning given in the Preamble; 8 US-DOCS\80810184.2 Exhibit 2.1 “Shareholders’ Agreement” means that certain Shareholders’ Agreement relating to the Company, dated as of the date hereof, among Rowan, Saudi Aramco and the Company; “Shortfall Amount” means, in respect of a Replacement Rig, the difference between the Asset Contribution Value of such Replacement Rig (and its related Assets) and the Asset Contribution Value of the Rig (and its related Assets) for which such Replacement Rig is being contributed as a replacement; “Specifications” means: (i) in respect of the JB58 Rig, the material specifications set forth on Schedule 13 (Specifications); and (ii) in respect of each Rig other than the JB58 Rig, the material specifications contained in Schedule G of the Saudi Aramco Customer ‘Contract for Offshore Drilling and Workover Rig’ with respect to that Rig; “SP...

Purchase Price Shortfall. Section 10.02(a)

Purchase Price Shortfall has the meaning ascribed thereto in paragraph 2.2 of Schedule 4 (Completion Statement);

Purchase Price Shortfall means the amount, if any, by which the aggregate price paid to holders of Company Common Stock in the Offer and Merger is less than $310,000,000.

Purchase Price Shortfall has the meaning ascribed to it in Section 2.3(f).

Purchase Price Shortfall has the meaning set forth in Section 2.5(c)(ii).