Make Whole Calculation Sample Clauses

Make Whole Calculation. Each calculation of a Make Whole Amount shall include the following information for the applicable Calculation Period:
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Make Whole Calculation. If on any day between the 12-month anniversary and the 28-month anniversary of the Closing (as defined below) (the “Make Whole Date”), (i) the volume weighted average price of a share of the Purchaser’s common stock as reported on the OTC Bulletin Board (or any other exchange or automated quotation system on which the Purchaser’s common stock may then be trading) for the 20 trading day period ending on the trading day immediately prior to the Make Whole Date minus $0.01 (the “Make Whole VWAP”) is less than the Adjusted Initial VWAP (as defined in 1.3(b) below) and (ii) a Seller continues to hold all or any portion of the Purchaser Stock, such Seller has the option (the “Make Whole Option”) to cause the Purchaser to issue to such Seller an additional number of shares of Purchaser’s common stock (the “Additional Stock”) calculated pursuant to the following formula: Amount of Purchaser * (1-(Make Whole VWAP / Initial VWAP)) = Shares of Additional Stock Stock held by Seller exercising Make Whole Option ; provided, however, that in lieu of issuing the Additional Shares to the Seller exercising the Make Whole Option, Purchaser may, at its option, pay to such Seller an equivalent amount in cash, which amount shall be calculated by multiplying the number of Additional Stock otherwise issuable by the Make Whole VWAP. Each Seller may exercise its Make Whole Option one time only.
Sample 1
Make Whole Calculation. As promptly as practicable, but in any event within 60 days following the end of each of the Make-Whole Years, Purchaser shall deliver to Seller a calculation (the “Make-Whole Calculation”), with reasonable supporting documentation, of the following items for such period: Selected AUM; Selected Annual Fee Revenue; Purchaser’s Retail Mutual Fund AUM; Purchaser’s Retail Mutual Fund Annual Fee Revenue; and the Make-Whole Payment, if any. In addition, Purchaser shall deliver to Seller a preliminary, quarterly calculation of such amounts within 45 days after the end of each of the first three quarterly periods during each of the Make-Whole Years; provided, that such quarterly calculations shall be for information purposes only. The Selected AUM and the Purchaser’s Retail Mutual Fund AUM shall be derived from the books and records of Purchaser and its Subsidiaries for the relevant periods of determination. Seller and Seller Parent shall assist and cooperate with Purchaser in all commercially reasonable respects in the calculation of such items, including by providing Purchaser with reasonable access to any relevant personnel, books and records in the possession of Seller, Seller Parent or any of their Affiliates.
Sample 1
Make Whole Calculation. If the average Market Price per share of ------------------------ Charys Common Stock for the twenty (20) consecutive trading days ending on the date which is the second anniversary of the Effective Date is not equal to or greater than $4.00 per share at the time, then the difference between such average Market Price per share and $4.00 per share, if any, multiplied by the number of shares of the Charys Common Stock initially issued at the Effective Date, and still held on such second anniversary of the Effective Date, would be the "Make Whole Amount." The portion of the Make Whole Amount payable on account of each share entitled to receive the same would be an amount equal to the quotient of the Make Whole Amount divided by the number of shares of Charys Common Stock initially issued on the Effective Date and still held on such second anniversary of the Effective Date, excluding any shares issued pursuant to Section 5(b) hereof. For example, if the average Market Price per share is $3.70 per share, then the Make Whole Amount per share would be $0.30 per share and would be payable by Charys in cash and/or in shares of the Charys Common Stock, at the discretion of Charys, based upon the average Market Price per share, unless otherwise agreed by Charys and each former CCI Shareholder entitled to receive the Make Whole Amount. The Make Whole Amount would not be payable on the additional Charys shares paid at the Effective Date to those of the CCI Shareholders who elected to take such additional shares pursuant to Section 5(b) hereof. Further, the Make Whole Amount would be payable only on shares of the Charys Common Stock issued in the Merger that are held by Qualified Holders.
Sample 1

Related to Make Whole Calculation

  • Make-Whole Amount The term “

  • Payment Calculation District shall pay Contractor at a rate of $ per . OR District shall pay Contractor as described in attached Exhibit A

  • Interest Calculation Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Interest Rates Payments and Calculations (a) Interest Rate. -------------

  • Actual Settlement Date Accounting With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Percentage, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any asset disposition permitted by Section 6.4, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such asset disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

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