Exchange Property Credit Sample Clauses

Exchange Property Credit. In connection with the consummation of any Exchange Closing, the Purchaser shall direct that all or any portion of the Allocable Purchase Price of the applicable Exchange Property equal to the Exchange Value be applied to the acquisition of the applicable Exchange Parcel or held in escrow by the Title Company for such purpose pursuant to Section 12.13 (each such designated amount, an "Exchange Property Credit"). The Purchaser shall be obligated (subject to the terms hereof) to expend cash in an amount not to exceed the Exchange Property Credit to acquire and convey to the Seller pursuant to Exchange Contracts such Exchange Parcels as the Seller may designate. Any Exchange Property Credit shall, from time to time, be reduced by any payments made in connection with the acquisition of the applicable Exchange Parcels. The Title Company shall disburse, at the direction of the Purchaser and the Seller, the unapplied portion of any applicable Exchange Property Credit as may from time to time be required to pay amounts then due under the applicable Exchange Contract. Notwithstanding the foregoing, if the Seller notifies the Purchaser in writing at least 5 days prior to the Closing Date or Exchange Closing Date that it has elected not to designate any Exchange Parcels, the Exchange Value shall be paid to the Seller on such Exchange Closing Date as herein described.
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Exchange Property Credit. In connection with the consummation of ------------------------ any Exchange Closing, the Purchaser shall direct that all or any portion of the Allocable Purchase Price of the applicable Exchange Property equal to the Exchange Value be applied to the acquisition of the applicable Exchange Parcel or held in escrow by the Title Company for such purpose pursuant to Section 12.13 ------------- (each such designated amount, an "Exchange Property Credit"). The Purchaser ------------------------ shall be obligated (subject to the terms hereof) to expend cash in an amount not to exceed the Exchange Property Credit to acquire and convey to the Seller pursuant to Exchange Contracts such Exchange Parcels as the Seller may designate. Any Exchange Property Credit shall, from time to time, be reduced by any payments made in connection with the acquisition of the applicable Exchange Parcels. The Title Company shall disburse, at the direction of the Purchaser and the Seller, the unapplied portion of any applicable Exchange Property Credit as may from time to time be required to pay amounts then due under the applicable Exchange Contract. Notwithstanding the foregoing, if the Seller notifies the Purchaser in writing at least five (5) days prior to the Closing Date or Exchange Closing Date that it has elected not to designate any Exchange Parcels, the Exchange Value shall be paid to the Seller on such Exchange Closing Date as herein described.
Sample 1

Related to Exchange Property Credit

  • Cash Surrender Value The Cash Surrender Value is the Accumulated Value less any Surrender Charge.

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Exchange Price The price per share at which the Warrant Stock is issuable upon Exercise or Exchange of this Warrant shall be $9.33, subject to Section 1.3 (a) hereof and subject to adjustment from time to time as set forth herein (the “Exchange Price”).

  • Exchange Procedure As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Exchange Option (a) The Board of Directors may, at its sole option and without seeking the approval of holders of Voting Shares or Rights but with the prior written consent of the Exchange if the Common Shares are then listed on such exchange, at any time after a Flip-in Event has occurred, authorize the Company to issue or deliver in respect of each Right which is not void pursuant to Subsection 3.1(b), either: (i) in return for the applicable Exercise Price and the Right, debt, equity or other securities or assets (or a combination thereof) having a value equal to twice the applicable Exercise Price; or (ii) in return for the Right, subject to any amounts that may be required to be paid under applicable law, debt, equity or other securities or assets (or a combination thereof) having a value equal to the value of the Right, in full and final settlement of all rights attaching to the Rights, where in either case the value of such debt, equity or other securities or other assets (or a combination thereof) and, in the case of Clause 3.2(a)(ii), the value of the Right, shall be determined by the Board of Directors which may rely upon the advice of a nationally or internationally recognized firm of investment dealers or investment bankers selected by the Board of Directors.

  • Surrender Value After deduction of the Maintenance Fee (if any), the amount paid by Aetna upon surrender of any portion of the Plan Account will be reduced by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02.

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