Calculation of Put Price Sample Clauses

Calculation of Put Price. The “Put Price” shall be equal to, as of the Put Right Exercise Date:
Sample 1Sample 2
AutoNDA by SimpleDocs
Calculation of Put Price. In connection with the foregoing, as soon as possible following the Put Date, but in any event not later than thirty (30) days following the Put Date, the Parent shall furnish, or cause to be furnished, to the Exercising Lender its calculation of the Put Price under clause (i)(A) of Section 6.16(a), which shall be certified as true, correct and complete by the Parent’s Chief Financial Officer and which shall be accompanied by those financial and related statements, data and information used by the Parent in connection with such calculation. The Parent shall also furnish the Exercising Lender with such additional information that the Exercising Lender may reasonably request in connection with the Parent’s calculation of the Put Price. The Exercising Lender shall have the right to cause the Accounting Firm to review and verify the calculation of the Put Price, and the Parent shall provide such party with all documents and information necessary for such review and calculation. The reasonable fees and expenses of the Accounting Firm in connection with such review shall be paid by the Parent.
Sample 1Sample 2
Calculation of Put Price. The price per share to be paid to the Put Optionee at the Put Closing (the "Put Price") shall be the product of: consolidated earnings (excluding extraordinary, non-recurring or discretionary expenses, as determined in the good faith determination of the Board of Directors of the Company) before interest, taxes, depreciation and amortization calculated in accordance with GAAP consistently applied ("EBITDA") of the Company for the four (4) fiscal quarters immediately preceding the Put Notice times a multiple which, in light of generally recognized, then prevailing market and industry conditions, fairly reflects the value of the Company, minus the present value of the Company's funded debt, on a consolidated basis, at the date of calculation divided by the number of then issued and outstanding shares of Capital Stock. In calculating EBITDA, the EBITDA of the Company shall be deemed to include the full year EBITDA of any entity acquired by the Company or its subsidiaries during such four (4)
Sample 1
Calculation of Put Price. After the final Public Company Trading Price has been determined by the Qualified Bank(s), the Put Price will be calculated. The “Put Price” will equal (i) the Public Company Trading Price if there is only one Qualified Bank, and (ii) the average of the two Public Company Trading Prices determined by the Qualified Banks if there are two Qualified Banks; provided, that in such event if the lower of the two Public Company Trading Prices is less than 2/3 of the higher of the two Public Company Trading Prices, then IAC may, at its election, initiate the Third Banker Process (described below), and the Put Price shall be calculated as described below. If the Third Banker Process is initiated, the Company will use all reasonable efforts to obtain a Public Company Trading Price estimate from a third Qualified Bank within 45 days, and make reasonable efforts to provide the third Qualified Bank with access to the same information and parties as provided to the initial two Qualified Banks, as described under “Determinations of Public Company Trading Price “ above. If the Third Banker Process is initiated, the Put Price will be calculated in the following manner: Put Price = (A + B + C)/3 Where: A = highest of the two closest Public Company Trading Prices determined by the three Qualified Banks (measured by the percentage the lower of two valuations represents of the higher); B = lowest of the two closest Public Company Trading Prices determined by the three Qualified Banks (measured by the percentage the lower of two valuations represents of the higher); and
Sample 1
Calculation of Put Price. The “Put Price” shall be the amount Seller (and its Affiliate, if applicable) would receive if, as of the date of the Put Notice, (i) the Property and the operation thereof were sold at the Proposed Sales Price, (ii) the Company and the Sister Company had immediately paid all Company and Sister Company debts and liabilities (including all Financing), (iii) the Company and the Sister Company had paid all Imputed Closing Costs, (iv) the Company had distributed to Seller the net proceeds of such hypothetical sale allocated by the parties to the fee ownership of the Property and any other liquid assets of the Company in accordance with the provisions of Section 11.2(c) (without regard to any other costs of liquidation or the establishment of Reserves) and (v) the Sister Company had distributed to Seller (or its Affiliate) the net proceeds of such hypothetical sale allocated by the parties to the operations of the Property and any other liquid assets of the Sister Company in accordance with the provisions of Section 11.2 of the Sister Company LLC Agreement (without regard to any other costs of liquidation or the establishment of reserves under the Sister Company LLC Agreement). Any disputes as to the calculation of the Put Price shall be resolved by the Company’s Accountant (and if the Company’s Accountant is unable or unwilling to resolve such dispute, then by another reputable accounting firm Approved by the Members), the decision of which shall be final and conclusive. The Members agree to promptly provide the Company’s Accountant (or other reputable accounting firm Approved by the Members, if applicable) with all information necessary to resolve such dispute and shall instruct the firm to resolve such dispute as expeditiously as possible.
Sample 1
Calculation of Put Price. The Put Price for a Selling Shareholder's or Other Shareholder's Equity Interest shall be the greater of the amounts determined in accordance with paragraphs (i) and (ii) below: (i) The product of (A) the Fair Market Value of a Share as of the date of the Put Event (the "Put Price Determination Date") and (B) such Selling Shareholder's Ownership Number as of the Put Closing Date; and (ii) The product of (A) $150 million and (B) the product of (1) the Ownership Percentage of such Selling Shareholder as of the date of this Agreement and (2) a fraction, (x) the numerator of which is the Ownership Number of such Selling Shareholder as of the Put Closing Date and (y) the denominator of which is the Ownership Number of such Selling Shareholder as of the date of this Agreement.
Sample 1
Calculation of Put Price. The “Put Price” shall be equal to, as of the Put Right Exercise Date: (i) if the Management Services Agreement is terminated other than as a result of the Holder’s resignation as Manager of the Issuer therefrom, the sum of two separate, independently made calculations of the Profit Distribution Amount as of the Put Right Exercise Date; or (ii) if the Holder resigns from serving as Manager of the Issuer under the Management Services Agreement and terminates the Management Services Agreement, the average of two separate, independently made calculations of the Profit Distribution Amount as of the Put Right Exercise Date; provided, that, except as set forth herein, the Profit Distribution Amount shall be calculated in accordance with the applicable terms of the LLC Agreement; provided, further, that, in each case, the Put Price shall be calculated assuming that (x) all of the Managed Subsidiaries owned by the Issuer as of the Put Right Exercise Date are sold in an orderly fashion for fair market value as of the Put Right Exercise Date in the order in which the controlling interest in each Managed Subsidiary was acquired by the Issuer and (y) the last day of the Fiscal Quarter ending immediately prior to the Put Right Exercise Date is the relevant calculation date for purposes of calculating the Profit Distribution Amount as of the Put Right Exercise Date; provided, further, that each of the two separate, independently made calculations of the Profit Distribution Amount for purposes of calculating the Put Price shall be performed by a different Holder Approved Investment Bank that shall be engaged by the Issuer within fifteen (15) Business Days of the Put Right Exercise Date (the “Engagement Date”); provided, further, that the Put Price shall be, on a dollar-for-dollar basis (A) reduced by the aggregate amount of any Over-Paid Profit Distributions, if any, existing as of the relevant calculation date or (B) increased by the aggregate amount of any Under-Paid Profit Distributions, if any, existing as of the relevant calculation date, in each case, as determined in the manner set forth in the LLC Agreement or, if disputed, as determined finally and conclusively for all purposes hereunder by either one of the Holder Approved Investment Banks. The Issuer shall be responsible for paying any fees, costs and expenses associated with the engagement of the Holder Approved Investment Banks. The Issuer shall instruct each Holder Approved Investment Bank to deliver its cal...
Sample 1
AutoNDA by SimpleDocs

Related to Calculation of Put Price

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Calculation and Payment of Additional Rent Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, Tenant’s Share of Direct Expenses for each Expense Year.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!