Cash Factor definition

Cash Factor means (a) 92.5%, if the Closing Date occurs on or before March 31, 2024, (b) 95.0%, if the Closing Date occurs from April 1, 2024 to and including December 31, 2024; and (c) 100%, if the Closing Date occurs on or after January 1, 2025. “Claim” has the meaning set forth in Section 6.9(b). “Closing” has the meaning set forth in Section 2.5. “Closing Date” has the meaning set forth in Section 2.5. “Closing Notice” has the meaning set forth in Section 2.5. “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder and any successor statute and the rules and regulations promulgated thereunder. “Common Stock Registration Rights Agreement” has the meaning set forth in Section 7.3(h). “Company” has the meaning set forth in the Background. “Confidentiality Agreement” means that certain letter agreement, dated as of June 13, 2022, by and between Issuer and NorthStar Parent, as amended by that certain Amendment to Confidentiality Agreement, dated as of June 5, 2023. “Damages” means, without duplication, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes, Liens, losses, expenses, and fees, including court costs, reasonable attorneys’ fees and expenses, and reasonable fees and expenses of accountants and other professional service providers. “Equity Allocation” means a percentage equal to (a) 100.0%, minus (b) the Cash Allocation. For the avoidance of doubt, in the event that the Cash Allocation is 100.0%, then the Equity Allocation will be zero percent (0.0%). “Equity Consideration” means the number of shares of Issuer Preferred Stock equal to (a) the Notional Equity Amount, multiplied by (b) the Equity Allocation; provided that no fractional shares of Issuer Preferred Stock shall be issued as Equity Consideration, and, in lieu of any fractional shares, the number of shares of Issuer Preferred Stock to be issued as Equity Consideration shall instead be rounded to the nearest whole share. The number of shares of Issuer Preferred Stock constituting the Equity Consideration shall be calculated consistent with the illustrative formulas set forth on Schedule 1 hereto. For the avoidance of doubt, in the event that the Equity Allocation is zero percent (0.0%), then there will
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Cash Factor means the number determined with respect to each Contributor owning a Contributor's Interest in each Contributed Entity and set forth on Schedule 2 hereto that has been calculated by multiplying such Contributor's ownership percentage in such Contributed Entity by the percentage of the Purchase Price of such Contributed Entity that such Contributor has elected to receive in cash.
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Examples of Cash Factor in a sentence

  • Each shareholder may elect to receive one of the following forms of consideration: (i) cash at the rate of the Cash Factor per share of Home Savings Stock; (ii) shares of FNB Stock at the rate of the Exchange Ratio per share of Home Savings Stock; or (iii) a combination of cash and shares of FNB Stock at such respective rates based on increments of five percent (5%) (for example, 85% shares of FNB Stock and 15% cash, or 50% shares of FNB Stock and 50% cash).

  • At least twenty (20) Business Days prior to ▇▇▇▇▇’s anticipated Closing Date, Buyer shall deliver to Seller a written notice setting forth (a) the percentage that ▇▇▇▇▇ has elected as the Cash Allocation and (b) the resulting values and amounts constituting the Cash Consideration, the Cash Factor, the Equity Allocation and the Equity Consideration as calculated consistent with the illustrative formulas set forth on Schedule 1 hereto.

  • Schedule 2 hereto sets forth with respect to each Contributed Entity (other than SAR) (i) the Base Purchase Price, (ii) the Disposition Fee, (iii) the Unit Factor and Cash Factor of each Contributor owning a Contributor's Interest therein and (iv) the Aggregate Cash Factor.