Exchange Amount Sample Clauses

Exchange Amount. In exchange for the Acquired Assets, Buyer agrees to deliver to Seller a number of shares of common stock of Buyer, par value $0.0001 per share, traded on the OTC Markets under the symbol “LPTV” (the “Common Stock”) and any other class of securities into which such securities may hereafter be reclassified or changed calculated by dividing (i) an amount equal to $3,000,000 (the “Stock Exchange Value”) by (ii) the Consideration Shares Reference Price (such shares collectively being hereinafter referred to as the “Consideration Shares”), resulting in the issuance of 1,369,863 Consideration Shares. For purposes of this Agreement, the “Consideration Shares Reference Price” shall mean a price per Consideration Share equal to $2.19.

Exchange Amount. 2 2.1. Exchange Amount............................................. 2 2.2. Section 704(c) Allocation and Method........................ 3 ARTICLE III

Exchange Amount. The Exchange Amount, payable by HMC Parties pursuant to Section 2.1 of the Contribution Agreement, after application of all adjustments and credits set forth in the Contribution Agreement, is $1,741,731,329. The Adjustments to the Exchange Amount have been calculated by HMC Parties and Contributors as set forth on the Closing Statement attached to this Agreement as Exhibit A (the "Closing Statement").

Exchange Amount. The Board of Directors of the Company has concluded that the Exchange Amount of the Transferred UPC Securities corresponds to the fair market value of such securities and that to the extent the Exchange Amount includes any discount to the Market Price, such discount is not excessive.

Exchange Amount. (a) In accordance with the terms of this Agreement, Contributors shall contribute and Operating Partnership shall acquire the Property, in the manner set forth in Section 1.2, for consideration equal to One Billion Seven Hundred ----------- Thirty-Five Million and No/100 Dollars ($1,735,000,000.00) adjusted to reflect net prorations and other adjustments, including adjustments, if applicable, to reflect a contribution of less than 100% of Membership Interests in any Property (other than the Ritz Boston for which no such adjustment shall be made) (collectively, the "Adjustments") pursuant to this Agreement (as adjusted, the "Exchange Amount").

Exchange Amount. Subject to Section 7.1, the “Exchange Amount” in respect of each outstanding Trust Security will be determined as of the Exchange Date as follows: the number of ADSs (and the amount of each other type of Exchange Property) deliverable on the Exchange Date will equal the sum of the following amounts determined for each of the 20 Trading Days during the Observation Period: (i) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is equal to or greater than the Non- Accelerated Percentage then in effect multiplied by the Threshold Appreciation Price, then Purchaser will receive in respect of each Trust Security a number of ADSs (or a number of Exchange Property Units, if applicable) for such Trading Day equal to 1/20th of the Minimum Exchange Rate; (ii) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is equal to or greater than the Non-Accelerated Percentage then in effect multiplied by the Initial Price, but less than the Non-Accelerated Percentage then in effect multiplied by the Threshold Appreciation Price, then Purchaser will receive in respect of each Trust Security that number of ADSs for such Trading Day that, if multiplied by the Daily VWAP of the ADSs for such Trading Day, would have a value equal to 1/20th of the Non-Accelerated Percentage then in effect multiplied by $100.00 (or, if applicable, that number of Exchange Property Units for such Trading Day that, if multiplied by the Then-Current Value (valued as of such Trading Day) of an Exchange Property Unit, would have a value equal to 1/20th of the Non-Accelerated Percentage then in effect multiplied by $100.00); and (iii) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is less than the Non-Accelerated Percentage then in effect multiplied by the Initial Price, then Purchaser, will receive in respect of each Trust Security a number of ADSs (or a number of Exchange Property Units, if applicable) for such Trading Day equal to 1/20th of the Maximum Exchange Rate.

Exchange Amount. The value of the Purchase Rights and the Development Rights (the "EXCHANGE AMOUNT") is One Million Five Hundred Eighty Five Thousand and No/100 Dollars ($1,585,000.00), to be paid to Assignor in two parts as set forth below in consideration for the contribution and assignment to Assignee of the Purchase Rights and the Development Rights. A portion of the Exchange Amount valued at One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00) (the "INITIAL EXCHANGE AMOUNT") shall be paid in full in the manner provided herein at the Closing Date (as defined below). The remainder of the Exchange Amount, valued at Four Hundred and Eighty Five Thousand and No/100 Dollars ($485,000.00) (the "FINAL EXCHANGE AMOUNT"), shall (subject to Assignee's offset rights as set forth in SECTION 3 hereof) be paid in full in cash within ten (10) business days after the date on which all buildings comprising Project have received a final certificate of occupancy in a form in which the City of Aurora (the "CITY") customarily issues such certificates with no conditions other than those which are standard on the City's customary form of certificate of occupancy. On the Closing Date the Initial Exchange Amount will, at Assignor's option, either (i) be payable entirely in the form of units of limited partnership interest ("UNITS") of Assignee or (ii) up to twenty percent (20%) of the Initial Exchange Amount will be payable in cash and the remaining portion of the Initial Exchange Amount will be payable in the form of Units. Not less than five (5) days prior to the Closing Date, Assignor shall provide written notice to Assignee identifying what portion of the Initial Exchange Amount will be payable in cash or Units. The number of Units to be delivered to Assignor will be equal to the quotient of (i) the difference between the Initial Exchange Amount less any portions thereof payable in cash and (ii) the average closing price on the New York Stock Exchange of the common shares of beneficial interest, par value $.01 per share (the "COMMON SHARES"), of Amli Residential Properties Trust, a Maryland real estate investment trust ("ARPT") for the five (5) business day period immediately preceding the first business day prior to the Closing Date.

Exchange Amount