SHARE PRICE The price per Share shall be determined by reference to trades on the Fund’s primary exchange. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price.
Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.
Stock Consideration 3 subsidiary...................................................................53
Common Shares 4 Company...................................................................................... 4
Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.
Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
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”).
Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
