Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under Section 9.1(a)(iii) or Section 9.1(c), as applicable, the Company or PubCo shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class M Common Stock or Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this Section 9.1(d) to the contrary, to the extent the Class M Common Stock or Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or PubCo will, upon the written instruction of such Member, deliver the shares of Class M Common Stock or Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with Section 9.1(a)(i) or the occurrence of a Change of Control Redemption, the Company or PubCo shall take such actions as (A) may be required to ensure that the Member receives the shares of Class M Common Stock or Class A Common Stock or the Cash Payment that such Member is entitled to receive in connection with such Redemption pursuant to this Section 9.1, and (B) may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement to the extent the redeeming Member is entitled to benefits under the Tax Receivable Agreement.
Redemption Consideration. Promptly following the cancellation of Shareholder’s stock certificate or receipt of electronically transferred Shares, as applicable, the Corporation will pay the Shareholder for its Shares in an amount per share equal to $0.15 (the “Consideration”). The Consideration will be paid in cash by disbursement to the Shareholder from the Corporation’s legal counsel, Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP.
Redemption Consideration. The assets to be conveyed by the Partnership to the Retiring General Partner as consideration for the retirement and redemption of the Redemption Interest shall be (a) 800,000 shares of common stock of The Dun & Bradstreet Corporation and (b) warrants representing the right to purchase 2,214,799 shares of common stock of The Dun & Bradstreet Corporation (collectively the "REDEMPTION CONSIDERATION"). In addition, the Retiring General Partner shall assume the UAF Obligation (as defined and further described in Section 2.01 hereof). The parties hereto acknowledge that the Redemption Consideration has been determined in accordance with Section 11.2(b) of the Partnership Agreement and further acknowledge that the aggregate fair market value of the Redemption Consideration (net of the UAF Obligation, as hereafter defined) equals the positive balance in the Retiring General Partner's Capital Account (taking into account the adjustments and allocations required by the first sentence of Section 11.2(b)(x) of the Partnership Agreement).
Redemption Consideration. The aggregate consideration for the Redeemed Interest shall be the Redemption Payment.
Redemption Consideration. With respect to each Redemption Exercise, each Class A Unitholder shall be entitled to receive an amount in cash equal to the Redemption Exchange Value applicable with respect to such Redemption Exercise and such holder; provided that the Company may, subject to applicable Law, the rules of any stock exchange upon which the Parent Shares are then listed and the provisions of this Section 3.5, at any time prior to the delivery of the Redemption Closing Statement, elect to settle up to 70% of the Redemption Exchange Value for such redemption by causing the issuance and delivery of Parent Shares to the relevant holder of Class A Units on the Redemption Closing Date. If the Company elects to settle a portion of any Redemption Exchange Value (such portion, a “Share Settled Portion”) by causing the delivery of Parent Shares to the relevant holder of Class A Units, the total number of Parent Shares that a holder of Class A Units shall be entitled to with respect to such holder’s Share Settled Portion shall be a number (rounded down to the nearest full share) equal to the quotient of (i) the applicable dollar amount of such Share Settled Portion divided by (ii) the Parent Share Settlement VWAP.
Redemption Consideration. The consideration to be paid by Westfield LP to BPFH LLC in exchange for the complete redemption of the BPFH GP Interest shall be as follows:
(a) $2.0 million paid by Westfield LP to BPFH LLC on the date of this Agreement via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. BPFH LLC will separately acknowledge receipt of the foregoing amount;
(b) $2.0 million to be paid by Westfield LP to BPFH LLC on or before October 31, 2009 via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. The amounts required to paid pursuant to Section 1.2(a) and this Section 1.2(b) are together the “Advanced Closing Date Payments” and shall be repaid by BPFH LLC to Westfield LP to the extent set forth in Section 6.2;
(c) $50.0 million in cash to be paid by Westfield LP to BPFH LLC at the Closing (the “Closing Date Payment”);
(d) At Westfield LP’s discretion, either (i) a promissory note to be issued by Westfield LP to BPFH LLC at the Closing in the original principal amount of $5.0 million as more fully described in Section 1.4(b)(v) below (the “Note”) or (ii) $4.5 million in cash to be paid by Westfield LP to BPFH LLC at the Closing; and
(e) For each calendar year (or relevant portion thereof) during the period commencing on the Closing Date (as defined below) and continuing through (x) the eighth anniversary of the Closing Date or (y) such later date as may be required to ensure payment of any Excess Share under the next sentence of this Section 1.2(e) or (z) such earlier date as of which no further Revenue Share is due pursuant to Section 1.2(e)(v) (the “Eight Year Term”), an amount equal to the greater of (1) 12.5% of the Gross Revenue (as defined below) of Westfield LP for such calendar year (or relevant portion thereof) and (2) $5,600,000 (pro rated for any relevant portion of such calendar year); provided, however, that in no event shall BPFH LLC be entitled to receive pursuant to this Section 1.2(e) for such calendar year (or relevant portion thereof) an amount that is greater than $11,625,000 (pro rated for any relevant portion of such calendar year) plus the amount of any Excess Share to be added to the amount payable to BPFH LLC pursuant to clause B of this Section 1.2(e) with respect to any prior year (or relevant portion thereof). Notwithstanding the foregoing, (A) in the event that the ...
Redemption Consideration. (a) In addition to the other terms and conditions herein and in the Promissory Note (hereafter defined), as consideration for the Redemption, the Company shall pay to Salishan a fixed amount determined pursuant to Section 1.02(b) (the ”Redemption Price”). The Redemption Price shall be paid to Salishan pursuant to the terms of a promissory note substantially in the form attached hereto as Exhibit A (the ”Promissory Note”), with fixed installment percentages as described in the Promissory Note (the “Installment Percentages”), which Promissory Note shall be modified to incorporate the Redemption Price as finally determined by mutual agreement of the parties or by the arbitrator as further provided herein.
(b) The parties hereby agree that the Redemption Price (the “Arbitration Issue”) shall be submitted to binding arbitration to be administered by JAMS (“JAMS”), subject to the following procedural provisions:
(i) Not more than thirty (30) days after the Effective Date, the parties shall initiate arbitration by making a request for a commencement letter from JAMS. In the event that one party refuses to join in the request, the other party shall make such request not less than thirty one (31) days and not more than forty five (45) days after the Effective Date. The arbitration proceedings shall be confidential.
(ii) The arbitration will be before a single neutral arbitrator. Unless otherwise agreed by the parties, the arbitration shall be conducted in Seattle, Washington on over not more than two (2) days, with equal time split between the parties for the presentation of their respective valuations, any cross examination(s), and any rebuttal. Any closing arguments will also be completed during such days of arbitration. The parties may present evidence to the arbitrator relevant to the determination of the Redemption Price, including, without limitation, evidence relating to factors such as regulatory matters governing casino operations, competition, economic conditions and forecasts, potential future development and gaming expansion, and the potential benefits to Salishan under Section 4.01. Notwithstanding the foregoing, no information or statements shall be presented to the arbitrator as to, nor may the arbitrator consider: a) the actual performance or financial condition of the gaming and related operations subject to the Management Agreement defined below (or any amendment or restatement thereof); b) any projected or forecasted performance of those operatio...
Redemption Consideration. Simultaneously with the execution of this Agreement, the Company will transfer, assign and convey to Seller 600,000 shares of Series D Preferred Stock (the "Series D Preferred") of microHelix, Inc., an Oregon corporation. Simultaneously with the execution and delivery of this Agreement, the Company will deliver certificates evidencing the Series D Preferred, together with a fully executed stock power to evidence the transfer of the Series D Preferred to Seller.
Redemption Consideration. 8 2.3 VALUATION OF PREFERRED UNITS.............................................................. 9 2.4 JUPITER'S PURCHASE OF PREFERRED UNITS..................................................... 9
Redemption Consideration. At Closing, Post shall convey the Property to Jupiter in the manner provided in this Agreement. In exchange for such conveyance, Jupiter shall deliver to Post at Closing consideration having an aggregate value equal to the Property Value, in the following manner:
(a) Jupiter shall assign and tender the Preferred Units to Post for redemption pursuant to such instruments as are necessary or reasonably desirable to effect such assignment, tender and redemption, and otherwise in accordance with this Agreement and in form and substance reasonably acceptable to Jupiter. The Preferred Units shall be valued for purposes of the redemption at the Agreed Total Unit Value (as defined herein).
(b) Jupiter shall assume the Assumed Project Financing in the manner contemplated in Section 2.5 . The parties estimate that the outstanding balance of the Assumed Project Financing as of Closing will be approximately ONE HUNDRED NINETEEN MILLION EIGHTY-FIVE THOUSAND AND NO/100 DOLLARS ($119,085,000.00).
(c) Jupiter shall assume the Other Assumed Debt as contemplated in Section 2.7 . The Other Assumed Debt shall have an outstanding balance as of Closing equal to the sum of (i) the Property Value, minus (ii) the Agreed Total Unit Value, minus (iii) the outstanding balance of the Assumed Project Financing as of Closing. The parties estimate that the outstanding balance of the Other Assumed Debt as of Closing will be approximately FORTY-TWO MILLION NINE HUNDRED FIFTEEN THOUSAND AND NO/100 DOLLARS ($42,915,000.00).
