Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.
Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.
Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.
Conveyance Date means the date of a Conveyance, as specified in the applicable Purchase Notice or Notice of Substitution.
Conveyance shall have the meaning specified in Subsection 2.01(a).
Articles of Merger has the meaning set forth in Section 2.2.
Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.
Closing Merger Consideration has the meaning set forth in Section 2.02
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Subsequent Transfer Instrument Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit Q, by which Subsequent Mortgage Loans are transferred to the Trust Fund.
Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Certificate of Merger has the meaning set forth in Section 2.2.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.
Assignment and Conveyance Agreement As defined in Subsection 6.01.
Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.
Base Merger Consideration means an amount equal to $1,855,000,000.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.