Issuance Size Range has the meaning set forth in Section 2.3(b)(iii).
Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.
Issuance Period shall have the meaning specified in paragraph 2B(2).
Issuance Price means the Sales Price less the Selling Commission.
Pricing Level refers to the determination of which of Level I, Level II, Level III, Level IV, Level V or Level VI Pricing applies on any day.
Available Increase Amount means, as of any date of determination, an amount equal to the result of (a) $50,000,000, minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.
Pricing Level V any time when (i) the senior unsecured long term debt rating of the Borrower by (x) S&P is BBB‑ or higher or (y) Xxxxx’x is Baa3 or higher and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies.
Issuance Shares means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.
Pricing Level IV means any time when (i) no Event of Default has occurred and is continuing, (ii) the Senior Debt Rating is BBB- or higher by S&P or Baa3 or higher by Moody’s and (iii) Pricing Levels I, II and III do not apply.
Pricing Level II shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00.
Maximum Offering Size has the meaning set forth in Section 2(d);
Pricing Level III shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00.
Pricing Level I shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is greater than or equal to 3.50 to 1.00.
Pricing Ratio on any date, the ratio of Consolidated Total Debt on such date to Annualized Borrower EBITDA for the fiscal quarter most recently ended prior to such date.
Value Increase shall have the meaning ascribed to it in Section 2.4(d)(i).
Leverage Increase Period has the meaning specified in Section 7.11(a).
Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.
Issuance Costs means all costs reasonably incurred by the City in furtherance of the issuance of TIF Notes, including without limitation, the fees and expenses of financial advisors and consultants, the City’s attorneys (including issuer’s counsel, Disclosure Counsel, and Bond Counsel), the City’s administrative fees and expenses (including fees and costs of its planning consultants and the St. Louis Development Corporation), underwriters’ discounts and fees, if any, the costs of printing any TIF Notes and any official statements relating thereto, the costs of credit enhancement, if any, capitalized interest, debt service reserves and the fees of any rating agency rating any TIF Notes.
Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Moody’s Discount Factor means the discount factors set forth in the Moody's Guidelines for use in calculating the Discounted Value of the Fund's assets in connection with Moody's long-term preferred share ratings of the VRDP Shares at the request of the Fund.
Incremental Increase has the meaning specified in Section 2.16(a).
Incremental Revolving Increase has the meaning set forth in Section 2.16(a).
Annual increase means, initially, fifty-nine cents per month
Incremental Term Loan Maturity Date means the final maturity date of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.
Floor Price means the minimum price set by the Company in the Issuance Notice below which the Agent shall not sell Shares during the applicable period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth in the Issuance Notice by delivering written notice of such change to the Agent and which in no event shall be less than $1.00 without the prior written consent of the Agent, which may be withheld in the Agent’s sole discretion.