Aggregate Initial Purchase Price definition
Examples of Aggregate Initial Purchase Price in a sentence
Subject to the terms and conditions of this Agreement, at the Initial Closing, the Company will issue and sell to Gilead, and Gilead will purchase from the Company, the Initial Shares, at a price per share equal to the Initial Shares Purchase Price, for an aggregate purchase price equal to the Aggregate Initial Purchase Price.
DHHS reserves the right to review any other data related to performance of this Contract.
At Completion, Purchaser shall pay, or cause to be paid, an amount equal to the Aggregate Initial Purchase Price, with each Seller entitled to receive a portion of the Aggregate Initial Purchase Price equal to the amount set forth opposite such Seller’s name in Schedule 1 (the aggregate of all such payments to Sellers, the “Completion Payment”).
The parties acknowledge and agree that in order to avoid duplication, no individual item or amount shall be taken into account more than once in the calculation of each of the Aggregate Initial Purchase Price and/or the Adjusted Aggregate Initial Purchase Price, as calculated and determined in accordance with this Article 2 (it being understood and agreed that the intent of this Section 2.8 is solely to avoid duplication or “double counting”).
At (a) the Initial Closing, Gilead will pay the Aggregate Initial Purchase Price and (b) each Additional Closing, Gilead will pay the applicable Aggregate Additional Purchase Price, in each case by wire transfer of immediately available funds in accordance with the Valid Account Details, which Valid Account Details together with a Form W-9 will have been provided by the Company to Gilead at least five (5) Business Days prior to the applicable Closing Date.
The Completion Payment shall be made by Purchaser to the Paying Agent Account by electronic transfer of immediately available funds with respect to the Aggregate Initial Purchase Price.
On the Closing Date, the Company shall deliver to its transfer agent irrevocable instructions to issue the Initial Purchase Shares to the Investor or its designees as provided in Section 10.1(ii)(a), and the Investor shall pay the Aggregate Initial Purchase Price to the Company by wire transfer of immediately available funds to an account designated by the Company on or prior to the Closing Date.
Schedule 1 accurately sets forth (X) the amount of the Aggregate Initial Purchase Price that such Seller is entitled to receive pursuant to this Agreement, and (Y) the portion of any Initial Purchase Price Adjustment Payment that each Seller is entitled to receive pursuant to Section 2.6(d)(i) of this Agreement.
The parties acknowledge and agree that, at Completion, Purchaser shall withhold payment of the Holdback Amount as a reduction to the Aggregate Initial Purchase Price (as set forth in clause (v) of the definition of “Aggregate Initial Purchase Price”) (the “Holdback Fund”), to be retained by Purchaser solely for the purposes of securing the obligations of the Sellers for any amount that becomes due to Purchaser pursuant to Section 2.6(d).