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.
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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.
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Exchange Amount. 1.4(c) Financing..........................................................5.1
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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:
Sample 1
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").
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Exchange Amount. 2 2.1. Exchange Amount............................................. 2 2.2. Section 704(c) Allocation and Method........................ 3 ARTICLE III
Sample 1
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.
Sample 1
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Exchange Amount 
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Related to Exchange Amount

  • Settlement Amount See §2.9.1.

  • Exchange Price The price per share at which the Warrant Stock is issuable upon Exercise or Exchange of this Warrant shall be $9.33, subject to Section 1.3 (a) hereof and subject to adjustment from time to time as set forth herein (the “Exchange Price”).

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Net Cash Settlement Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Conversion Price and Adjustments to Conversion Price (i) The conversion price in effect on any Conversion Date shall be equal to the lesser of (a) $0.4735 (the “Fixed Conversion Price”) or (b) ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the thirty (30) trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP (the “Market Conversion Price”). The Fixed Conversion Price and the Market Conversion Price are collectively referred to as the “Conversion Price.” The Conversion Price may be adjusted pursuant to the other terms of this Debenture.

  • Payment Amount Each Restricted Stock Unit represents one (1) Share of Common Stock.

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

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