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Consideration Amount Sample Clauses

Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributor, subject to the terms of this Agreement, at Closing (as defined herein) shall be determined in the manner set forth on Exhibit A hereto. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease to the amount of the Consideration will be deducted first from the cash portion of the Consideration, if any, and the balance, if any, will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will be paid in OP Units. In addition to the Consideration set forth on Exhibit A hereto, Contributor shall be entitled to receive in cash, at Closing or shortly thereafter, Contributor’s pro rata share (based on Contributor’s direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributor owns an interest.
Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and which the Operating Partnership agrees to pay, issue or deliver to Contributor, subject to the terms of this Agreement, at the Closing shall be the amounts and in the forms set forth on Exhibit A attached hereto under the column heading “Total Consideration.”
Consideration Amount. The amount of cash or the number of TCI Series A Shares to be paid or delivered by the Company shall be determined as follows (subject to adjustments required by Section 4.11 in the determination of the number of whole TCI Series A Shares to be delivered): (a) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period; (b) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for TCI Series A Shares an aggregate number of TCI Series A Shares equal to the product of (i) the number of such shares of MusicCo Series A Common Stock and (ii) the quotient of (A) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share; (c) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period; and (d) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for TCI Series A Shares, an aggregate number of TCI Series A As used herein, the "Current Market Price" of a TCI Series A Share shall be the average of the daily closing prices for a share of TCI Series A Common Stock for 30 consecutive trading days commencing 45 trading days before the date of determination. The closing price for a share of TCI Series A Common Stock is the last reported sale price on the National Association of Securities Dealers, Inc. Automated Quotation System (or the average of the quoted closing bid and asked prices if no sale is reported) or if the TCI Series A Common Stock is listed on an exchange, the closing sale price on the principal exchange on which the TCI Series A Common Stock is listed (or the average of the reported closing bid and asked prices if no sale is reported). In the absence of one or more of such quotations, the Board of Directors of the Company shall in good faith determine the Current Market Price on the basis of such quotation as it considers appropriate.
Consideration AmountThe consideration for the contribution of the Assets shall be 348,000 Common Units (the “Consideration Amount”), subject to adjustment pursuant to Section 2.4(b) and Section 10.2, payable as provided in Section 3.2 below.
Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributor, subject to the terms of this Agreement, at Closing shall be the amount set forth on Exhibit A as “Total Consideration.” The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease or increase in the Consideration as a result of the Prorations will adjust the Consideration payable hereunder in the form of OP Units pursuant to Section 1.2(a)(2). Contributor shall be credited with Contributor’s share of any cash held by or for the benefit of any Contributed Entity or in respect of any Contributed Interest as of the date of Closing. Contributor shall be responsible for all one time tenant improvement costs, tenant allowances, broker’s fees and commissions and all other costs and expenses associated with existing leases of the Property; provided, however, that the Operating Partnership shall be responsible for all tenant improvement costs, tenant allowances, broker’s fees and commissions and other one-time costs and expenses associated with new leases of the Property entered into after the date of this Agreement with the consent of the Operating Partnership. (1) The Operating Partnership shall take each Contributed Interest and Contributed Entity subject to existing indebtedness, and the Contributor shall receive a credit against the Consideration in an amount equal to the principal balance of the existing indebtedness, plus all accrued interest to the Closing Date plus any prepayment premium and any other charges incurred by the Operating Partnership and required by the lender in connection with the transactions contemplated by this Agreement. In addition, the Operating Partnership shall be charged with, and the Contributor shall be credited for, the amount of the sums being held in escrow by the lender and being assigned and transferred to or otherwise acquired by the Operating Partnership. (2) The Consideration shall be the issuance to Contributor of a number of common units of limited partnership interests of the Operating Partnership (“OP Units”) equal to (a) (x) the amount set forth on Exhibit A as “Total Consideration” less (y) the amount assumed pursuant to Section 1.2(a)(1), (b) divided by the IPO Price.
Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributors, subject to the terms of this Agreement, at Closing (as defined herein) shall be the amount set forth on Exhibit A as “Total Consideration”. The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). In addition to the Consideration set forth on Exhibit A hereto but subject to the Prorations, Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributors’ pro rata share (based on Contributors’ direct or indirect ownership interest in each Property Entity) of any cash reserves or escrows held by a Property Entity (as defined below), including those relating to real estate taxes, insurance, mortgage insurance, operating reserves, owner reserves, tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributors own an interest. The amount of Consideration will be further adjusted by an aggregate amount equal to the Contributor’s ownership percentage in the Property Entity as set forth in Exhibit A multiplied by the positive difference, if any, between (a) the sum of the outstanding debt balances with respect to each of the loans secured by the Properties described in Exhibit A as of December 31, 2012, less (b) the sum of the outstanding debt balances of such loans at the time of Closing. Any adjustment to the amount of Consideration determined in accordance with the two preceding sentences will be made in the same proportions of OP Units and cash as the proportions of OP Units and cash set forth hereto under “Consideration Election.”
Consideration Amount. The total consideration (the “Consideration”) for which Contributor agrees to contribute, transfer and assign the Contributed Interests to the Operating Partnership, and for which the Operating Partnership agrees to pay, issue or deliver to Contributor, subject to the terms of this Agreement, at Closing shall be the amount of cash and number of common units of limited partnership interests of the Operating Partnership (“OP Units”) set forth on Exhibit A as “Total Consideration.” The Consideration may be adjusted, upward or downward, by the amount of any adjustments arising from the Prorations (as defined herein). Any decrease in the Consideration as a result of the Prorations will be deducted first from the cash portion of the Consideration, if any, and the balance will be deducted from the OP Units. Any increase in the Consideration as a result of the Prorations will adjust the Consideration payable hereunder in the form of OP Units based on the IPO Price.
Consideration AmountThe Consideration Amount Per MusicCo Share shall be equal to the difference between (i) $8.00 and (ii) the sum of the aggregate per share amount of any MusicCo Dividends and the Aggregate Consideration Amount Per Distributed Entity Share. The Consideration Amount Per Distributed Entity Share shall be equal to the Per Share Value of the applicable Distributed Entity as of the Valuation Date. The Fair Market Value of each Distributed
Consideration AmountThe Consideration Amount -------------------- Per MusicCo Share shall be equal to the difference between (i) $4.00 and (ii) the sum of the aggregate per share amount of any MusicCo Dividends and the Aggregate Consideration Amount Per Distributed Entity Share. The Consideration Amount Per Distributed Entity Share shall be equal to the Per Share Value of the applicable Distributed Entity as of the Valuation Date. The Fair Market Value of each Distributed Entity as of such date shall be determined in good faith by the Board of Directors of MusicCo. Promptly following the determination of the Fair Market Value of each Applicable Entity, MusicCo shall deliver to the Company, with a copy to the Rights Agent, an officers' certificate signed by the Chairman of the Board and the President of MusicCo, certifying the Per Share Value of each Applicable Entity and setting forth, in reasonable detail, the computation thereof. Each Distributed Entity, by its execution of a supplement to this Agreement as contemplated by Section 6.07, covenants and agrees to provide MusicCo with such information with respect to the Capital Stock of such Distributed Entity as may be necessary to the computation of the Per Share Value of such Distributed Entity. Anything in this Agreement to the contrary notwithstanding, in no event will the sum of the Consideration Amount Per MusicCo Share, the aggregate amount of any MusicCo Dividends, and the Aggregate Consideration Amount Per Distributed Entity Share for each Distributed Entity, exceed $4.00.
Consideration Amount. The aggregate consideration for the sale and purchase of the Shares shall be: (i) the payment by the Purchaser of an amount equal to the Cash Consideration; and (ii) the issuance of the Stock Consideration, all of which shall be allocated and paid, issued or discharged (as appropriate) on Completion in accordance with this Clause 5 and Clause 7.3 (Completion) and the Seller agrees that such payments shall constitute good and valid discharge of the Purchaser's obligations with respect to payment of the Consideration under this Agreement.