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.
Appears in 12 contracts
Samples: Merger Agreement (Younan Properties Inc), Merger Agreement (Younan Properties Inc), Merger Agreement (Younan Properties Inc)
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, REIT and shall be final and binding upon the holders of SPE LLC Fund Partnership Interests.
Appears in 10 contracts
Samples: Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc)
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, REIT and shall be final and binding upon the holders of SPE LLC Partnership Interests.
Appears in 7 contracts
Samples: Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc)
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 and, absent manifest error, shall be final and binding upon the holders of SPE LLC Equity Interests.
Appears in 6 contracts
Samples: Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.)