Final Condition Satisfaction Date definition
Examples of Final Condition Satisfaction Date in a sentence
Immediately following, and subject to, the consummation of the Asset Sales, the Company shall cause the Board to authorize, and the Company shall declare, a dividend payable to the holders of record of Company Common Shares at the close of business on the Final Condition Satisfaction Date (the “Special Dividend”).
The amount of the Special Dividend per Company Common Share shall be equal to the quotient that results from dividing an amount, as reasonably determined by the Company following consultation with Parent, equal to the Company’s current and accumulated earnings and profits through and including the Effective Time (the “Special Dividend Amount”), by the aggregate number of Company Common Shares outstanding at the close of business on the Final Condition Satisfaction Date.
On the first Final Condition Satisfaction Date, the Arizona Asset Purchase Agreement will become effective and Arizona and the Company will consummate the transactions contemplated by the Arizona Asset Purchase Agreement (the “Arizona Asset Sale”).
Closing shall take place at 10:00 a.m. at the offices of Sidley Austin LLP, 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other mutually agreed upon location on the date (the “Closing Date”) that is the Final Condition Satisfaction Date under the Merger Agreement.
If any guarantees of the Company or Company L.P. or a Company Subsidiary of any loan that is secured by any of the Specified Assets is not released on the Closing Date or Final Condition Satisfaction Date, as applicable, then Prudential will indemnify the guarantor against any claims that the applicable lender may assert under any such guaranty with respect to any matter first arising after Closing.
The amount of the Special Company L.P. Distribution per Company L.P. Unit shall be equal to the quotient that results from dividing 95% of the cash consideration paid by Prudential to the Company at the closing of the Prudential Asset Sale by the aggregate number of Company GP Units and Company Common Units outstanding at the close of business on the Final Condition Satisfaction Date (the “Special Dividend Amount”).
If for any reason the Final Condition Satisfaction Date does not occur pursuant to the Merger Agreement and/or the Merger Agreement is terminated for any reason, then this Agreement shall be void ab initio and of no force or effect, and, except as provided in Section 9 hereof which shall survive the termination of this Agreement, the parties shall have no liability to each other hereunder.
The Special Company L.P. Distribution and Special Dividend shall be payable on the first business day following the Final Condition Satisfaction Date.
On the Final Condition Satisfaction Date (in the event that Prudential and/or a transferee acquires the Specified Assets pursuant to Paragraph 1(a)) and otherwise on the Closing Date, each Transferee and BTRS, Inc., an Affiliate of Brandywine, shall execute and deliver a Leasing and Management Agreement in substantially the form attached hereto as Exhibit C and Brandywine shall cause the existing property management agreements for the Specified Assets to be terminated.