Estimated Aggregate Purchase Price definition

Estimated Aggregate Purchase Price has the meaning set forth in Section 2.3.
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Estimated Aggregate Purchase Price has the meaning given to that term in Section 3.04(a).
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Estimated Aggregate Purchase Price is defined in Section 1.3 of this Agreement.
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Examples of Estimated Aggregate Purchase Price in a sentence

  • Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and upon delivery by Buyer of the Estimated Aggregate Purchase Price and the other amounts in accordance with Section 2.04(a), Buyer will purchase and acquire from Seller, and Seller will sell, assign, transfer and convey to Buyer, all of Seller’s rights, title and interest in all of the Shares, free and clear of all Liens, other than Liens created by or on behalf of Buyer and under applicable securities Laws.

  • The Aggregate Purchase Price shall be subject to adjustment subject to Section 2.4. 2.3 Estimated Aggregate Purchase Price.

  • Within five (5) Business Days after the determination of the Final Aggregate Purchase Price, (A) if the Final Aggregate Purchase Price exceeds the Estimated Aggregate Purchase Price, then Purchaser shall pay to Seller an amount equal to the entire amount of such excess or (B) if the Estimated Aggregate Purchase Price exceeds the Final Aggregate Purchase Price, then Seller shall pay to Purchaser an amount equal to the entire amount of such excess.

  • The Company shall in good faith consider the objections, if any, of Parent to the Estimated Closing Statement and, if Parent has made any objections or if there have been any changes to the Estimated Aggregate Purchase Price, shall reissue the Estimated Closing Statement containing the Estimated Aggregate Purchase Price and each component thereof no later than the Business Day immediately prior to the Closing Date with any such revisions that the Company has determined in good faith are appropriate.

  • If the Estimated Aggregate Purchase Price exceeds the Final Purchase Price (such excess, the “ Downward Adjustment Amount”), then promptly (but in any event within five (5) Business Days after the determination of the Final Purchase Price), Purchaser and the Seller shall jointly instruct the Escrow Agent to pay to Purchaser the Downward Adjustment Amount from the Escrow Account, with the Downward Adjustment Amount to be deducted from the Escrow Amount.

  • If the Aggregate Purchase Price, as determined pursuant to Section 2.6(a), is greater than the Estimated Aggregate Purchase Price, Purchaser will, within five (5) Business Days after the determination thereof, pay to Seller an amount equal to such excess, by wire transfer of immediately available funds.

  • At the Closing, the Purchaser shall pay (or cause to be paid) to the Seller, by wire transfer of immediately available funds to such account as specified in instructions delivered to the Purchaser by the Seller prior to the Closing, a cash amount equal to the Estimated Aggregate Purchase Price minus the sum of the Indemnity Escrow Amount and the Working Capital Escrow Amount (the “Closing Date Payment”).

  • The purchase price to be paid by Purchaser at the Closing to Seller for the Purchased Interests shall consist of a payment at the Closing, as specified in S ection 2.4(a), of an amount of cash equal to the Estimated Aggregate Purchase Price and shall be subject to adjustment as specified in S ection 2 .6.

  • If the Estimated Aggregate Purchase Price exceeds the Final Aggregate Purchase Price (such excess, the “ Overstatement”), Parent shall be entitled to deduct the Overstatement from any amounts payable to the applicable Equityholders (or to the Payments Administrator on their behalf) pursuant to Section 3.08 of this Agreement and the Equityholders shall have no further liability or obligations with respect to the Overstatement.

  • The purchase price to be paid by Purchaser at the Closing to Seller for the Purchased Interests shall consist of a payment at the Closing, as specified in Section 2.4(a), of an amount of cash equal to the Estimated Aggregate Purchase Price and shall be subject to adjustment as specified in Section 2.6.


More Definitions of Estimated Aggregate Purchase Price

Estimated Aggregate Purchase Price means (a) the Base Purchase Price, (b) minus the Estimated Unpaid Expenses, (c) plus the Estimated Prepaid Expenses, (d) plus the Estimated Accounts Receivable and (e) plus the Estimated Unbilled Energy Costs.
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Estimated Aggregate Purchase Price means (i) the Base Purchase Price, plus (ii) Estimated Closing Cash, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Closing Non-Controlling Interest, minus (v) Estimated Closing Transaction Expenses, minus (vi) the Escrow Amount, minus (vii) the Holder Representative Expense Fund Amount, plus (viii) the Estimated Closing Working Capital Adjustment (for the avoidance of doubt, (A) if the Estimated Closing Working Capital Adjustment is more than $100,000 less than Target Working Capital, this will result in a dollar-for-dollar reduction to the Estimated Aggregate Purchase Price, (B) if the Estimated Closing Working Capital Adjustment is more than $100,000 greater than Target Working Capital, this will result in a dollar-for-dollar increase to the Estimated Aggregate Purchase Price, and (C) if the Estimated Closing Working Capital Adjustment is $100,000 or less below Target Working Capital or $100,000 or less above Target Working Capital, then the Estimated Closing Working Capital Adjustment will be $0), plus (ix) the Aggregate Option Exercise Price, plus (x) the Aggregate Threshold Amount.
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Estimated Aggregate Purchase Price means and be an amount equal to the Preliminary Aggregate Purchase Price plus (A) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Closing Net Working Capital, or minus (B) the amount, if any, by which the Target Closing Net Working Capital is greater than the Estimated Closing Net Working Capital.
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Estimated Aggregate Purchase Price has the meaning set forth in Section 1(c)(i).
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Estimated Aggregate Purchase Price. Section 3.04(a)
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Estimated Aggregate Purchase Price means (a) the Enterprise Value, (b) plus the amount of Estimated Closing Cash, (c) minus the amount of the Estimated Closing Indebtedness, (d) minus the amount of the Estimated Company Transaction Expenses, (e) plus or minus the Estimated Net Working Capital Adjustment.
Sample 1

Related to Estimated Aggregate Purchase Price

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

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

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

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

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

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

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

  • 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.

  • 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.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

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

  • 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).

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • 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.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Adjustment Escrow Amount means $1,000,000.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.