CALCULATION OF MERGER CONSIDERATION. (a) As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the REIT, and shall be final and binding upon the holders of SPE LLC Interests.
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the REIT and shall be final and binding upon the holders of Partnership Interests. Section 1.11
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the Offering Price and prior to the filing of the Certificate of Merger, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the Operating Partnership, and the parties hereby agree that, absent manifest error, such calculations shall be final and binding upon the holders of Management Company Interests.
CALCULATION OF MERGER CONSIDERATION. (a) For all purposes of this Agreement, the term “
CALCULATION OF MERGER CONSIDERATION. The aggregate amount to be paid by Parent in the Merger shall equal the following:
CALCULATION OF MERGER CONSIDERATION. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay, or cause to be paid, with respect to the Common Stock and Options, an aggregate amount in cash (the “Merger Consideration”) equal to:
CALCULATION OF MERGER CONSIDERATION. As used herein,
CALCULATION OF MERGER CONSIDERATION. Prior to the Effective Time, the Company shall provide to Parent for review and approval (a) an update to Section 2.3 reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth the name of each holder of Company Common Stock, Company Preferred Stock, Company Options, Company Warrants and Bridge Warrants, as well as the number of shares of Company Common Stock or Company Preferred Stock held by such holder or subject to such holder’s Company Options, Company Warrants and Bridge Warrants as of immediately prior to the Effective Time, (c) the amount of Merger Consideration to which each such holder of Company Common Stock or Company Preferred Stock is entitled to pursuant to Section 1.5(a) of this Agreement, (d) the number of Merger Shares for which each such holder’s Company Options, Company Warrants and Bridge Warrants are exercisable and the exercise price for such Company Options, Company Warrants and Bridge Warrants as of the Effective Time determined in accordance with Section 1.6 of this Agreement and (e) the number of Escrow Shares that will be delivered to the Escrow Agent on behalf of each such holder pursuant to Sections 1.8(a) and (e) and Section 1.10 of this Agreement.
CALCULATION OF MERGER CONSIDERATION. Prior to the Effective Time, the Company shall provide to Parent for review and approval (a) an update to Section 2.3 reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth the name, address and Social Security Number or Taxpayer ID Number of each holder of Company Common Stock, Company Preferred Stock, Company Options and Company Warrants, as well as the number of shares of Company Common Stock or Company Preferred Stock held by such holder or subject to such holder’s Company Options or Company Warrants as of immediately prior to the Effective Time, (c) the amount of Merger Consideration to which each such holder of Company Common Stock or Company Preferred Stock is entitled to pursuant to Section 1.5(c) of this Agreement and (d) the number of shares of Parent Common Stock for which each such holder’s Company Options and Company Warrants are exercisable and the exercise price for such Company Options and Company Warrants as of the Effective Time determined in accordance with Section 1.6 and Section 1.7 of this Agreement, respectively.
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, New REIT, and, absent manifest error, shall be final and binding upon the Participants.
