per Share It is understood and agreed that the Underwriter may be compensated by the Fund for its services under this Agreement in accordance with the provisions of the Plan. The number of Shares which the Underwriter may purchase pursuant hereto shall, upon written agreement between the Underwriter and the Fund not later than 10:00 a.m., New York time, on the third business day preceding the Closing Date (the "Notification Time"), be increased or decreased to such greater or lesser number of Shares as the Fund and the Underwriter may agree upon, in which case the number of Shares set forth in the preceding paragraph shall for all purposes hereof be increased or decreased to such greater or lesser number of Shares. The Underwriter shall, in any event, be entitled and obligated to purchase only the number of shares for which purchase orders have been received by the Underwriter prior to the Notification Time. The Fund is advised that the Underwriter proposes to make a public offering of the Shares as soon after the Registration Statement shall have become effective under the 1933 Act as it deems advisable, at the public offering price and upon the terms and conditions set forth in the Prospectus.
Plus (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent's rights against such Delinquent Revolving Credit Lender.
Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.
Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
Per Authorized Signatory
Number of Days In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.
Total 1 Nationality: country to which the person belongs administratively and that issues the ID card and/or passport.
Daily 1. Name and address changes
Market Value Adjustment This transaction is allowed only once for each maturity date, regardless of whether the transfer or withdrawal is partial or full.
percent Rates and rate change limitations are expressed as annualized percentages.