Aggregate Exchange Value Sample Clauses

Aggregate Exchange Value. Subject to the terms and conditions set forth herein (including, without limitation, the terms of Section 14.2(a)), Owner shall receive the Aggregate Exchange Value in “Partnership Units” (as defined in the Partnership Agreement) in the Partnership (“Units”). The “Aggregate Exchange Value” shall mean an amount equal to Seventy-Nine Million Three Hundred Thousand and NO/100 Dollars ($79,300,000.00). The number of Units to be issued to Owner on account of the Aggregate Exchange Value will be determined by the Partnership, in coordination with Owner, at the Closing, and will be based on the greater of (a) Fifty-Six and NO/100 Dollars ($56.00) and (b) the volume-weighted average of the closing sales prices of the Shares (as defined below) as reported on the New York Stock Exchange only for the twenty (20) trading days ending one (1) trading day immediately prior to the Closing. “Shares” means the common stock, par value $.01 per share, of the Company. The parties intend, to the extent permitted by law, that the issuance of Units to Owner in the Aggregate Exchange Value in exchange for the Property shall be treated as a contribution of property in accordance with the Internal Revenue Code Section 721.
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Related to Aggregate Exchange Value

  • Aggregate Net Assets For each Retirement Distribution Portfolio, Aggregate Net Assets include the net assets of all the JHF II Retirement Distribution Portfolios.

  • Payment of the Aggregate Exercise Price Payment of the Aggregate Exercise Price shall be made to the Company in cash or other immediately available funds or as provided in Section 2(c), or a combination thereof. In the case of payment of all or a portion of the Aggregate Exercise Price pursuant to Section 2(c), the direction by the Holder to make a “Cashless Exercise” shall serve as accompanying payment for that portion of the Exercise Price.

  • Ownership Limitation; Commitment Amount At the request of the Company, the Investor will inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Minimum Current Ratio The Borrower will not, as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2018), permit the Current Ratio to be less than 1.00 to 1.00.