Aggregate Deemed Sale Price definition

Aggregate Deemed Sale Price. ("ADSP") as defined in Treasury Regulation ss. 1.338-4 and how such ADSP is to be allocated among the assets of the Company's assets pursuant to Treasury Regulation ss.1.338-6 (the "Allocation Notice"). Seller and Buyer shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably requested by the other party. Seller shall complete the ADSP and the Allocation Notice in accordance with that agreement and deliver a draft of the Form 8023 to Buyer (together with schedules thereto and supporting documentation) within 150 days after the Closing Date. In the event that Buyer and Seller are unable to resolve any disagreements regarding the ADSP, the Allocation Notice or other aspects of the draft Form 8023 within 180 days of the Closing Date (and a failure to raise any disagreement by Buyer will be deemed to be considered an acquiescence), the matter in dispute shall be resolved as soon as practicable by a "Big Four" independent accounting firm or, if the disagreement involves valuation, to a nationally recognized appraisal firm mutually satisfactory to the parties (but in no event longer than 30 days), which resolution shall be binding and conclusive upon Buyer and Seller without further appeal therefrom. Buyer and Seller shall bear equally the fees and expenses of such firm. Promptly after such the resolution of any disagreement, the applicable parties shall execute the final Form 8023 (and comparable forms for state, local or foreign Tax law) and Buyer will timely file the forms, and any required supplements thereto, in the manner prescribed by applicable Treasury Regulations or the corresponding provisions of applicable foreign, state or local Tax law, and will provide written evidence to Seller that it has done so. The Buyer and the Sellers shall file all Tax Returns in a manner consistent with such final form 8023 (and comparable Forms for state, local or foreign Tax law).
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Aggregate Deemed Sale Price among the respective assets of the Company (in accordance with Section 338(b)(5) of the Code and Treasury regulations promulgated thereunder).
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Aggregate Deemed Sale Price. (as defined in section 1.338-4T of the Treasury Regulations) of the Company and the Company Subsidiaries among the assets of the Company and the Company Subsidiaries that are deemed to have been purchased pursuant to the election under section 338(h)(10) of the Code and comparable state tax provisions. Buyer shall also deliver a preliminary determination of the amounts required to be entered in Sections E and F of IRS Form 8023 (and comparable sections of any election forms for state tax law purposes). Such schedule shall be subject to the review and approval of Seller. If Seller and Buyer are unable to resolve any disagreement as to the allocations set forth in the Preliminary Section 338 Schedule, the disputed allocation or amount shall be reviewed and determined by the Tax Arbitrator selected pursuant to or in accordance with the terms of Section 7.05(g), which determination shall be final. Upon Seller's approval of the Preliminary Section 338 Schedule (or a determination by the Tax Arbitrator of all disputed allocations and amounts), Buyer shall deliver to Seller a "Final Section 338 Schedule." If any changes are required to be made to the section 338 election forms or schedules (including the Final Section 338 Schedule), the parties shall promptly and in good faith reach an agreement as to the changes required to be made. Seller and Buyer shall use the Final Section 338 Schedule for purposes of preparing all reports and Returns with respect to Taxes. The parties agree that all costs in connection with the preparation and delivery of the Preliminary Section 338 Schedule and the Final Section 338 Schedule shall be borne by Buyer, provided that any fees incurred in resolving any disagreement over the Preliminary Section 338 Schedule shall be borne equally by Buyer and Seller.
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Examples of Aggregate Deemed Sale Price in a sentence

  • If the Purchaser elects to file a ss.338(h)(10) election pursuant to the provisions of Section 9.7, the Purchaser shall perform a valuation of assets of those assets of the Company that are not set forth on Schedule 9.8 and an allocation of the Modified Aggregate Deemed Sale Price ("MADSP") of the Company among all assets of the Company for purposes of the elections under Section 338(h)(10) of the Code and under the comparable Florida law.

  • The term "Modified Aggregate Deemed Sale Price" shall have the meaning set forth in Section 12.1.2.

  • If the parties make a Section 338 Election, the parties agree that the "Adjusted Grossed-Up Basis" the "Aggregate Deemed Sale Price", the "Modified Aggregate Deemed Sales Price" as such terms are defined in the Code, and any other required allocations shall be allocated to the assets of STI as may be determined by August and such allocation shall be used by the parties with respect to all tax returns filed by the parties and in connection with a Section 338 Election.

  • Within 150 days after the Closing, Buyer will compute the Modified Aggregate Deemed Sale Price ("MADSP") of the assets of the Company and its Subsidiaries (pursuant to applicable Treasury Regulations) and will notify Seller of its allocation of the MADSP among the assets.

  • If the Section 338(h)(10) Election is made, the Sellers and the Buyer will allocate the "Modified Aggregate Deemed Sale Price," as computed under applicable Treasury Regulations (or similar state law provisions), among the Acquired Companies' assets for Tax purposes in accordance with the Buyer's and the Sellers' joint reasonable determination of their fair market values, such determination not to be unreasonably withheld or delayed.

  • Purchaser and Seller agree to allocate the Modified Aggregate Deemed Sale Price (as defined in the Treasury Regulations) as provided on Schedule 1.9, and that such allocation shall be reported by both ------------ Purchaser and Seller to all applicable taxing authorities'.

  • If the Section 338(h)(10) Elections are made, the Sellers and Buyer will allocate the "Modified Aggregate Deemed Sale Price," as computed under applicable Treasury Regulations (or similar state law provisions) with respect to the acquisition of shares of Company Common Stock among the Companys assets for tax purposes in accordance with the parties' reasonable determination of their fair market values as set forth in Annex C.

  • In connection with the Section 338(h)(10) election, prior to the Closing, or as soon as practicable thereafter, Buyer, the Company, and the Sellers shall together in good faith attempt to (i) determine and agree upon a "Aggregate Deemed Sale Price" of the Company (within the meaning of and in accordance with, Treas.

  • Within 90 days after the Closing Date, the Buyer shall deliver to the Seller a statement (the “Allocation Statement”) allocating the Aggregate Deemed Sale Price (as such term is defined in Treasury Regulations Section 1.338-4) of the assets of the Company in accordance with the Treasury regulations promulgated under Section 338(h)(10).

  • Purchaser and Seller agree to use all reasonable efforts to enter into an agreement (the "Allocation Agreement") as soon as practicable after the Closing to determine the Modified Aggregate Deemed Sale Price ("MADSP"), pursuant to Section 338(h)(10) of the Code and the regulations thereunder, of the assets of the Company.


More Definitions of Aggregate Deemed Sale Price

Aggregate Deemed Sale Price among the respective assets of ADC Software USA (in accordance with Section 338(b)(5) of the Code and Treasury regulations promulgated thereunder). If Sellers do not approve of the Allocations, then Buyer and Sellers will use the process described in Section 5.2 hereof to determine the Allocations.
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Aggregate Deemed Sale Price has the meaning set forth in Section 5.21(a)(iii).
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Related to Aggregate Deemed Sale Price

  • Sale Price means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

  • Closing Price has the meaning assigned to such term in Section 15.1(a).

  • Average Sale Price means the average of the Sale Prices of the Common Stock for the shorter of

  • Closing Sale Price means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

  • Last Reported Sale Price of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

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

  • Highest Closing Price means the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable.

  • Average Closing Price means the average of the closing market prices of a Share over the last five (5) Market Days on which transactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and

  • 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.

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Average Price means the average closing price of a share of the Substitute Common Stock for the one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as the Holder may elect.

  • Minimum Sale Price means (i) with respect to a Receivable (x) that has become 60 to 210 days delinquent or (y) that has become greater than 210 days delinquent and with respect to which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold at auction, the greater of (A) 55% multiplied by the Principal Balance of such Receivable and (B) the product of the three month rolling average recovery rate (expressed as a percentage) for the Servicer in its liquidation of all receivables for which it acts as servicer, either pursuant to this Agreement or otherwise, multiplied by the Principal Balance of such Receivable or (ii) with respect to a Receivable (x) with respect to which the related Financed Vehicle has been repossessed by the Servicer and has been sold at auction and the Net Liquidation Proceeds for which have been deposited in the Collection Account, or (y) that has become greater than 210 days delinquent and with respect to which the related Financed Vehicle has not been repossessed by the Servicer despite the Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the Financed Vehicle, $1.

  • Valuation Price means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • 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).

  • Average Wholesale Price or “AWP” means the wholesale price charged on a specific commodity that is assigned by the drug manufacturer and is listed in a nationally-recognized drug pricing file.

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Weighted Average Price means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.[Signature Page Follows]

  • Bid Price means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.