Company Value. The actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Share averaged over a period of 30 trading days during which the Common Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.
Appears in 4 contracts
Sources: Advisory Management Agreement (Behringer Harvard Multifamily Reit I Inc), Advisory Management Agreement (Behringer Harvard Multifamily Reit I Inc), Advisory Management Agreement (Behringer Harvard Multifamily Reit I Inc)
Company Value. The actual value of the Company as a going concern based on the difference between (ai) the actual value of all of its assets Assets as determined in good faith by the Board, including a majority of the Independent Directors, and (bii) all of its the Company’s liabilities as set forth on its balance sheet as of the end of the most recently completed period for which financial statements of the period ended immediately prior to the determination dateCompany have been prepared, provided provided, that (iA) if the such Company Value is being determined in connection with a Change of Control that establishes the Company’s net worthworth (e.g., a tender offer for the Shares, sale of all of the Shares or a merger) then the Company Value shall be the net worth established thereby and (iiB) if the such Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Common Shares are listed or quoted for trading after trading, beginning on the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading whether or not the Common Shares are then listed Listed on the NYSE and whether or not there is an actual trade of Common such Shares on any such day. If the holder of Convertible Shares disagrees as to with the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company (determined by a majority of the Independent Directors) shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.
Appears in 4 contracts
Sources: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Company Value. The actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its then current balance sheet for the period ended immediately prior to the determination datesheet, provided that (i) if the such Company Value is being determined in connection with a Change of Control that establishes the Company’s 's net worthworth (e.g., a tender offer for the Shares, sale of all of the Shares or a merger) then the Company Value shall be the net worth established thereby and (ii) if the such Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Common Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “"trading day” " shall be any day on which the NYSE is open for trading whether or not the Common Shares are then listed Listed on the NYSE and whether or not there is an actual trade of Common such Shares on any such day. If the holder of Convertible Shares Advisor disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares Advisor and the Company (determined by a majority of the Independent Directors) shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor. COMPETITIVE REAL ESTATE COMMISSION. A real estate or brokerage commission paid or, if no such commission is paid, the amount that customarily would be paid for the purchase or sale of a Property that is reasonable, customary, and competitive in light of the size, type and location of the Property. CONSTRUCTION FEE. A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitations on a Property.
Appears in 2 contracts
Sources: Advisory Agreement (Behringer Harvard Reit I Inc), Advisory Agreement (Behringer Harvard Reit I Inc)
Company Value. The actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its then current balance sheet for the period ended immediately prior to the determination datesheet, provided that (i) if the such Company Value is being determined in connection with a Change of Control that establishes the Company’s 's net worthworth (e.g., a tender offer for the Shares, sale of all of the Shares or a merger) then the Company Value shall be the net worth established thereby and (ii) if the such Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Common Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “"trading day” " shall be any day on which the NYSE is open for trading whether or not the Common Shares are then listed Listed on the NYSE and whether or not there is an actual trade of Common such Shares on any such day. If the holder of Convertible Shares disagrees disagree as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company (determined by a majority of the Independent Directors) shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor. COMPETITIVE REAL ESTATE COMMISSION. A real estate or brokerage commission paid or, if no such commission is paid, the amount that customarily would be paid for the purchase or sale of a Property that is reasonable, customary, and competitive in light of the size, type and location of the Property. CONSTRUCTION FEE. A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitations on a Property.
Appears in 2 contracts
Sources: Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Company Value. The actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its then current balance sheet for the period ended immediately prior to the determination datesheet, provided that (i) if the such Company Value is being determined in connection with a Change of Control that establishes the Company’s 's net worthworth (e.g., a tender offer for the Shares, sale of all of the Shares or a merger) then the Company Value shall be the net worth established thereby and (ii) if the such Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Common Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “"trading day” " shall be any day on which the NYSE is open for trading whether or not the Common Shares are then listed Listed on the NYSE and whether or not there is an actual trade of Common such Shares on any such day. If the holder of Convertible Shares disagrees disagree as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor. COMPETITIVE REAL ESTATE COMMISSION. A real estate or brokerage commission paid or, if no such commission is paid, the amount that customarily would be paid for the purchase or sale of a Property that is reasonable, customary, and competitive in light of the size, type and location of the Property.
Appears in 1 contract
Sources: Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.)