Make Whole Calculation Sample Clauses
The Make Whole Calculation clause defines the method for determining the amount a borrower must pay to a lender if a loan is repaid before its scheduled maturity date. Typically, this calculation includes the outstanding principal, accrued interest, and an additional premium or penalty designed to compensate the lender for lost interest income. For example, if a company repays a bond early, the make whole amount ensures the lender receives the present value of all future payments they would have earned. This clause's core function is to protect lenders from financial loss due to early repayment and to provide clear, predictable terms for both parties in the event of prepayment.
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Make Whole Calculation. If on any day between the 12-month anniversary and the 28-month anniversary of the Closing (as defined below) (the “Make Whole Date”), (i) the volume weighted average price of a share of the Purchaser’s common stock as reported on the OTC Bulletin Board (or any other exchange or automated quotation system on which the Purchaser’s common stock may then be trading) for the 20 trading day period ending on the trading day immediately prior to the Make Whole Date minus $0.01 (the “Make Whole VWAP”) is less than the Adjusted Initial VWAP (as defined in 1.3(b) below) and (ii) a Seller continues to hold all or any portion of the Purchaser Stock, such Seller has the option (the “Make Whole Option”) to cause the Purchaser to issue to such Seller an additional number of shares of Purchaser’s common stock (the “Additional Stock”) calculated pursuant to the following formula: Amount of Purchaser * (1-(Make Whole VWAP / Initial VWAP)) = Shares of Additional Stock Stock held by Seller exercising Make Whole Option ; provided, however, that in lieu of issuing the Additional Shares to the Seller exercising the Make Whole Option, Purchaser may, at its option, pay to such Seller an equivalent amount in cash, which amount shall be calculated by multiplying the number of Additional Stock otherwise issuable by the Make Whole VWAP. Each Seller may exercise its Make Whole Option one time only.
Make Whole Calculation. Each calculation of a Make Whole Amount shall include the following information for the applicable Calculation Period:
(i) the weighted average Excess Servicing Fee Rate of the Mortgage Loans that became Refinanced Mortgage Loans during such Calculation Period,
(ii) the aggregate unpaid principal balance of such Refinanced Mortgage Loans as of their respective Refinancing Dates,
(iii) the weighted average Excess Servicing Fee Rate of the related New Mortgage Loans,
(iv) the aggregate original principal balance of the related New Mortgage Loans,
(v) the aggregate principal balance of any Additional Mortgage Loans,
(vi) the weighted average Excess Servicing Fee Rate of such Additional Mortgage Loans,
(vii) the cash payment to be made by Seller in lieu of adding Additional Mortgage Loans and the fair market value calculation used to determine such amount, and
(viii) a Data Tape of the Refinanced Mortgage Loans, the related New Mortgage Loans and the proposed Additional Mortgage Loans.
Make Whole Calculation. As promptly as practicable, but in any event within 60 days following the end of each of the Make-Whole Years, Purchaser shall deliver to Seller a calculation (the “Make-Whole Calculation”), with reasonable supporting documentation, of the following items for such period: Selected AUM; Selected Annual Fee Revenue; Purchaser’s Retail Mutual Fund AUM; Purchaser’s Retail Mutual Fund Annual Fee Revenue; and the Make-Whole Payment, if any. In addition, Purchaser shall deliver to Seller a preliminary, quarterly calculation of such amounts within 45 days after the end of each of the first three quarterly periods during each of the Make-Whole Years; provided, that such quarterly calculations shall be for information purposes only. The Selected AUM and the Purchaser’s Retail Mutual Fund AUM shall be derived from the books and records of Purchaser and its Subsidiaries for the relevant periods of determination. Seller and Seller Parent shall assist and cooperate with Purchaser in all commercially reasonable respects in the calculation of such items, including by providing Purchaser with reasonable access to any relevant personnel, books and records in the possession of Seller, Seller Parent or any of their Affiliates.
Make Whole Calculation. If the average Market Price per share of ------------------------ Charys Common Stock for the twenty (20) consecutive trading days ending on the date which is the second anniversary of the Effective Date is not equal to or greater than $4.00 per share at the time, then the difference between such average Market Price per share and $4.00 per share, if any, multiplied by the number of shares of the Charys Common Stock initially issued at the Effective Date, and still held on such second anniversary of the Effective Date, would be the "Make Whole Amount." The portion of the Make Whole Amount payable on account of each share entitled to receive the same would be an amount equal to the quotient of the Make Whole Amount divided by the number of shares of Charys Common Stock initially issued on the Effective Date and still held on such second anniversary of the Effective Date, excluding any shares issued pursuant to Section 5(b) hereof. For example, if the average Market Price per share is $3.70 per share, then the Make Whole Amount per share would be $0.30 per share and would be payable by Charys in cash and/or in shares of the Charys Common Stock, at the discretion of Charys, based upon the average Market Price per share, unless otherwise agreed by Charys and each former CCI Shareholder entitled to receive the Make Whole Amount. The Make Whole Amount would not be payable on the additional Charys shares paid at the Effective Date to those of the CCI Shareholders who elected to take such additional shares pursuant to Section 5(b) hereof. Further, the Make Whole Amount would be payable only on shares of the Charys Common Stock issued in the Merger that are held by Qualified Holders.