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Day VWAP Sample Clauses

Day VWAP. In lieu of delivery of fractional OP Units, AFIN Buyer shall pay the amount of such fractional OP Units in cash to Seller. To the extent that Seller receives any of the Purchase Price in the form of OP Units, the Parties intend that the transfer of the applicable portion of the Property shall be treated as a contribution of such portion of the Property by Seller to AFIN Buyer subject to Section 721(a) of the Code. Seller has delivered to counsel to AFIN Buyer prior to the execution of this Agreement the materials attached hereto as Exhibit I (the “Investor Materials”) for Seller, providing, among other things, information concerning Seller’s status as an accredited investor (an “Accredited Investor”) as such term is defined in Regulation D promulgated under the Securities Act. Seller understands it must maintain, up to and including the date that Seller delivers notice pursuant to Section 1.2(d)(iii) and the date of the respective Closing, in each case where OP Units shall constitute all or a portion of the consideration paid by AFIN Buyer to Seller, its status as an Accredited Investor for AFIN Buyer to be able issue the OP Units and may not elect to receive any part of the Purchase Price in the form of OP Units to the extent Seller is not an Accredited Investor at the time of such election or payment. If Seller elects to receive OP Units, at Closing Seller, AFIN Buyer, and AFIN, as the case may be, shall execute that certain (i) Recipient Agreement between AFIN Buyer, AFIN and Seller in the form attached hereto as Exhibit J (the “Recipient Agreement”) and (ii) Joinder Agreement to the OP Partnership Agreement between AFIN Buyer and Seller, in the form attached hereto as Exhibit K (the “Joinder” and, together with the Recipient Agreement, the “OP Consideration Documents”). Seller acknowledges and agrees that the ownership of OP Units by Seller and its rights and obligations as a limited partner in AFIN Buyer (including, without limitation, the right to transfer, encumber, pledge or exchange OP Units) shall be subject to the limitations, provisions and restrictions herein, and the further limitations, provisions and restrictions provided in the OP Partnership Agreement. Notwithstanding the foregoing, AFIN Buyer agrees to waive the one-year period described in Section 8.04(a) of the OP Partnership Agreement with respect to any OP Units issued to Seller pursuant to this Agreement. In the event that any of the OP Units issued to Seller pursuant to this Agreem...
Sample 1
Day VWAP. In lieu of delivery of fractional shares of AFIN Common Stock, AFIN shall pay the amount of such fractional shares of AFIN Common Stock in cash to Seller. AFIN agrees, as soon as reasonably practicable after each applicable Closing and in no event later than 5:30 p.m. (New York) on the date that is seventy-five (75) days after such Closing (the “Registration Deadline”), to procure the effectiveness of a registration statement on Form S-3 (a “Registration Statement”) or file a prospectus supplement to AFIN’s existing shelf registration statement (a “Prospectus Supplement” and “Existing Registration Statement”, respectively) with the Securities and Exchange Commission (the “SEC”)) to register the resale by Seller of any AFIN Common Stock issued to Seller pursuant to this Agreement at such Closing; provided, however, that if the Remainder Closing occurs before the end of the 75-day period following the Initial Closing, the Registration Statement or Prospectus Supplement filed in connection with the Initial Closing shall include the AFIN Common Stock issued at the Remainder Closing. If the Registration Statement is not declared effective or the Prospectus Supplement is not filed, as applicable, by the Registration Deadline, AFIN shall, within ten (10) Business Days of such Registration Deadline, repurchase the AFIN Common Stock issued to Seller pursuant to this Agreement at such Closing from Seller for cash at the same price per share of AFIN Common Stock as determined pursuant to the first paragraph of this Section 1.2(d)(v), and the Parties agree that such price shall be paid as liquidated damages. Agreement of Purchase and Sale CMFT Portfolio 13 AFIN shall use its reasonable best efforts to cause the Registration Statement or the Existing Registration Statement, as applicable, to be continuously effective until the AFIN Common Stock covered thereby (i) has been sold pursuant to the Registration Statement, (ii) has been sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met; or (iii) in the opinion of counsel to AFIN, could be sold under Rule 144, or any successor rule thereto. AFIN agrees to cooperate with Seller, Seller’s counsel and any permitted transferee to remove the restrictive legends relating to the AFIN Common Stock, including but not limited to providing such legal opinion as may be required by the transfer agent. At any time following the effective...
Sample 1
Day VWAP. The Parties agree that the 72% 20-Day VWAP shall be calculated using the 20 days immediately preceding April 1, 2009 in calculating the number of shares issuable pursuant to the (i) RRA Amount Owed, (ii) October Late Fee, (iii) January Late Fee and (iv) the January Difference.
Sample 1

Related to Day VWAP

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Sale Price For the sum of ($ ) payable as follows: ten thousand dollars ($10,000) down payment due immediately with the signing of this contract by the BUYER, with the remaining balance to be paid at closing. This contract is not assignable or contingent upon any appraisal, financing, or inspection.

  • Current Market Price For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such Trading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or such other system then in use, or, if on

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Applicable Price (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. (b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Non pre-priced Adjustment Factor To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.6500.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Warrant Exchangeable for Different Denominations This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

  • VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:

Most Referenced Clauses

Most Referenced Definitions