Unadjusted Cash Purchase Price definition

Unadjusted Cash Purchase Price has the meaning set forth in Section 1.6.
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Unadjusted Cash Purchase Price has the meaning specified in Section 2.03(a).
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Unadjusted Cash Purchase Price under this Agreement shall be eight hundred twenty-five million dollars ($825,000,000), provided that, the following occur:
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Examples of Unadjusted Cash Purchase Price in a sentence

  • The Unadjusted Purchase Price, Unadjusted Cash Purchase Price and Unadjusted Equity Consideration will be subject to adjustment as provided in this Agreement, including Section 2.3 through Section 2.5, and payable by Purchaser solely as set forth in, and to the extent provided in, Section 2.7(c) and Section 2.5(c).

  • As of the date when the condition specified in Section 6.3(d) is satisfied or waived and on the Closing Date the Purchaser will have sufficient funds available to deliver the Unadjusted Cash Purchase Price to the Seller and consummate the transactions contemplated by this Agreement.

  • Our final goal, in section 7, is to use the Perrin case to argue that our approach to the realism debate is better than some competing approaches.

  • The Unadjusted Cash Purchase Price, as it may be adjusted pursuant to Section 1.6(b) and Section 1.7, shall be referred to as the "Cash Purchase Price" under this Agreement.

  • The re-structure was documented in ‘Managers Meeting Minutes’ dated 19 September 2017.

  • The Purchaser’s Deposit shall be held in an interest-bearing escrow account and, together with interest thereon, shall be applied at the Closing against the Unadjusted Cash Purchase Price if the Closing shall take place in accordance with this Agreement.

  • The Unadjusted Cash Purchase Price, as it may be adjusted pursuant to Section 1.6(b) and Section 1.7, shall be referred to as the “Cash Purchase Price” under this Agreement.

  • All reductions to the Unadjusted Cash Purchase Price in accordance with Section 1.6 and all obligations and liabilities of the Seller pursuant to Article VIII shall be made or satisfied exclusively from the Escrow Account.

  • As of the Execution Date and on the Closing Date the Purchaser will have sufficient funds available to deliver the Unadjusted Cash Purchase Price to the Seller and consummate the transactions contemplated by this Agreement.

Related to Unadjusted Cash Purchase Price

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Adjusted Value as used in subdivision (d) means:

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

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

  • 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).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Per Unit Purchase Price equals $2.125, 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.

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

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • 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.

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

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).