Base Cash Price definition

Base Cash Price has the meaning provided in Clause 3.1(a).
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Base Cash Price equal to One Million Six Hundred Twenty-Five Thousand Dollars ($1,625,000) paid to the Sellers and allocated to the Shares and to the Sellers' Restrictive Covenant as follows: NAME SHARES RESTRICTIVE COVENANT TOTAL -------------------------------------------------------------------------------------- Xxxxxxx $1,405,000 $20,000 $1,425,000 -------------------------------------------------------------------------------------- NAME SHARES/SENIOR MANAGER INTERESTS SIGNING BONUS RESTRICTIVE COVENANT TOTAL -------------------------------------------------------------------------------------- Xxxxxxx 90,000 10,000 100,000 Stashin 52,500 7,500 60,000 XxxxxxXxxxxx 35,000 5,000 40,000 -------------------------------------------------------------------------------------- Any adjustment or modification in the Base Cash Price pursuant to Section 3.1(b) or (c) hereof shall be made in the amount payable to Xxxxxxx for that portion of the Base Cash Price allocated to the Shares.
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Base Cash Price has the meaning set forth in Section 2.02.
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Examples of Base Cash Price in a sentence

  • Notwithstanding anything in the foregoing, prior to Closing, Xxxxxxx shall be entitled to cause MMI to distribute to Xxxxxxx the life insurance for Xxxxxxx which MMI has been paying and Xxxxxxx' country club membership with [*] reduction in the Base Cash Price.

  • The Base Cash Price will be reduced to the extent the value of the excluded assets reasonably determined by the parties exceeds the value of the excluded liabilities.

  • On the Closing Date, Purchaser shall deliver to the Indemnity Account (as defined in Section 10.3(c)) $1,000,000 (the "Indemnification Amount"), plus if the Closing occurs after June 19, 1998, an "Indemnification Amount Interest Adjustment" computed in the same manner as provided for the Base Cash Price Interest Adjustment.

  • Beyond this though was the fact that without a basis for getting full cooperation from all involved agencies, any of the possible implementation options would have come up short.

  • The purchase price (the "Purchase Price") for the Purchased Assets is the amount consisting of the (i) Base Cash Price less the Adjustment Amount, and (ii) plus the Asset Cash Flow Instrument.

  • To the extent the Net Assumed Working Capital is greater than the Net Reported Working Capital, the amount of such difference will be added to the Base Cash Price, and to the extent the Net Assumed Working Capital is less than the Net Reported Working Capital, the amount of such difference will be subtracted from the Base Cash Price.The "Net Assumed Working Capital" equals (i) the Accounts Receivable assumed by Buyer at Closing minus (ii) the trade accounts payable assumed by Buyer at Closing.

  • The Sellers and the Purchaser determined the Base Purchase Price and the Base Cash Price for the Company Shares in part based on the Net Financial Debt of the Company as of March 31, 2002 in the amount of EUR 17,021,000 (in words: Euro seventeen million twenty one thousand) as set forth in the Company's Audited Consolidated Interim Financial Statements (the "March 31 NFD").

  • The "Cash Purchase Price" is Four MillionDollars ($4,000,000) (the "Base Cash Price"), adjusted by an amount equal to the difference between the Net Assumed Working Capital and the Net Reported Working Capital.

  • If the Net Adjustment has been confirmed in writing by the Company's auditor prior to the Closing, the Base Purchase Price and therefore the Base Cash Price, if applicable, shall be adjusted by an amount in cash equal to the Net Adjustment.

  • The Base Cash Price shall be allocated among those Purchased Assets to be conveyed to Purchaser and those Purchased Assets to be conveyed to the respective U.S. Subs of Purchaser.


More Definitions of Base Cash Price

Base Cash Price means Five Hundred Thousand Dollars ($500,000).
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Base Cash Price has the meaning given that term in Section 3.2(a)(i).
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Base Cash Price means $73,000,000.
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Base Cash Price means a dollar amount equal to $44,000,000.
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Base Cash Price means an amount in cash equal to €370,000,000.00 (euro three hundred seventy million/00). Basket shall have the meaning set forth in Section 10.5(iii)(c) of this Agreement.
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Base Cash Price has the meaning given in Section 3.2.
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Related to Base Cash Price

  • Cash price means the price measured in dollars at which a seller of a motor vehicle would in good faith sell to the buyer or to any other buyer under like circumstances, and the buyer would in good faith buy from the seller, the motor vehicle that is the subject matter of an installment sale contract if the sale were a sale for cash instead of an installment sale.

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

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Annualized Operating Cash Flow means, for any fiscal quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.

  • 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.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Formula Price means the highest of: (a) the highest composite daily closing price of the Stock during the period beginning on the 60th calendar day prior to the Change of Control and ending on the date of such Change of Control, (b) the highest gross price paid for the Stock during the same period of time, as reported in a report on Schedule 13D filed with the Securities and Exchange Commission, or (c) the highest gross price paid or to be paid for a share of Stock (whether by way of exchange, conversion, distribution upon merger, liquidation or otherwise) in any of the transactions set forth in Section 9 of the Plan as constituting a Change of Control; provided that in the case of the exercise of any such Right related to an Incentive Stock Option, “Formula Price” shall mean the Fair Market Value of the Stock at the time of such exercise.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.

  • Net Cash Flow means, for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • 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.

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

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

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

  • Adjusted Fair Market Value means, in the event of a Change in Control, the greater of (i) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.

  • 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.

  • Net Asset Value per Unit means the Net Asset Value divided by the number of Units outstanding on the date of calculation.

  • Free Cash Flow means, for any Person for any period, EBITDA plus cash interest income of such Person for such period, less income taxes, Capital Expenditures and Investments (to the extent made in compliance with this Agreement), Scheduled Debt Service (if any) and variations in working capital made in the ordinary course of business, with respect to such period.