Securities Calculation Clause Samples

Securities Calculation. At each Closing the Partnership will issue to the Investor that number of Series B Convertible Preferred Units equal to the quotient of: (i) the Exercised Put Amount received by the Partnership, or, in the case of a Construction Loan Put Exercise, committed to the Partnership by the Investor, regardless of whether the Investor has funded the Exercised Put Amount in full, divided by (ii) 100; except upon the first Closing, in which case, the Company, against receipt of payment of $100,000 of the Exercised Put Amount for such Closing, will issue to the Investor (subject to Section 5.14(f)) 1,000 shares of Series C Preferred Stock, and the Partnership will issue to the Investor that number of Series B Convertible Preferred Units equal to the quotient of: (a) the balance of the Exercised Put Amount received by the Partnership upon such Closing, divided by (b) 100.
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Securities Calculation. At each Closing the Partnership will issue to the Investor that number of Series B Convertible Preferred Units equal to the quotient of: (i) the Exercised Put Amount received by the Partnership upon such Closing divided by (ii) 100; except upon the first Closing, in which case, the Company, against receipt of payment of $100,000 of the Exercised Put Amount for such Closing, will issue to the Investor (subject to Section 5.14(f)) 1,000 shares of Series A Preferred Stock, and the Partnership will issue to the Investor that number of Series B Convertible Preferred Units equal to the quotient of: (a) the balance of the Exercised Put Amount received by the Partnership upon such Closing, divided by (b) 100.
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Securities Calculation. Pursuant to each Draw Down, the Issuer Parties shall issue at each Closing to the Investor: (a) That number of Series D Preferred Shares equal to the quotient of: (i) the total Draw Down Amount divided by (ii) 25; and each Series D Preferred Share so issued shall be linked to a Subsidiary Preferred Unit so issued at such Closing; (b) That number of Subsidiary Preferred Units equal to the quotient of: (i) the total Draw Down Amount divided by (ii) 25; and each Subsidiary Preferred Unit so issued shall be linked to a Series D Preferred Share so issued at such Closing; (c) A Warrant, substantially in the form of Exhibit D, to purchase that number of Common Shares equal to: (i) 9,931,000 (as such number may be adjusted from time to time pursuant to the terms of the Warrants) multiplied by (ii) a fraction, the numerator of which is the Draw Down Amount and the denominator of which is $100,000,000; and (d) Common Share Appreciation Rights, substantially in the form of Exhibit E, in respect of that number of Common Shares equal to: (i) 6,735,667 (as such number may be adjusted from time to time pursuant to the terms of the Common Share Appreciation Rights) multiplied by (ii) a fraction, the numerator of which is the Draw Down Amount and the denominator of which is $100,000,000; For purposes of clarification, in no event shall the number of Common Shares that may actually be issued hereunder, including upon exercise of the Warrants, exceed the Exchange Cap.
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Related to Securities Calculation

  • Payment Calculation District shall pay Contractor at a rate of $ per . District shall pay Contractor as described in attached Exhibit A

  • Determination of Pass-Through Rates for COFI Certificates The Pass-Through Rate for each Class of COFI Certificates for each Interest Accrual Period after the initial Interest Accrual Period shall be determined by the Trustee as provided below on the basis of the Index and the applicable formulae appearing in footnotes corresponding to the COFI Certificates in the table relating to the Certificates in the Preliminary Statement. Except as provided below, with respect to each Interest Accrual Period following the initial Interest Accrual Period, the Trustee shall not later than two Business Days prior to such Interest Accrual Period but following the publication of the applicable Index determine the Pass-Through Rate at which interest shall accrue in respect of the COFI Certificates during the related Interest Accrual Period. Except as provided below, the Index to be used in determining the respective Pass-Through Rates for the COFI Certificates for a particular Interest Accrual Period shall be COFI for the second calendar month preceding the Outside Reference Date for such Interest Accrual Period. If at the Outside Reference Date for any Interest Accrual Period, COFI for the second calendar month preceding such Outside Reference Date has not been published, the Trustee shall use COFI for the third calendar month preceding such Outside Reference Date. If COFI for neither the second nor third calendar months preceding any Outside Reference Date has been published on or before the related Outside Reference Date, the Index for such Interest Accrual Period and for all subsequent Interest Accrual Periods shall be the National Cost of Funds Index for the third calendar month preceding such Interest Accrual Period (or the fourth preceding calendar month if such National Cost of Funds Index for the third preceding calendar month has not been published by such Outside Reference Date). In the event that the National Cost of Funds Index for neither the third nor fourth calendar months preceding an Interest Accrual Period has been published on or before the related Outside Reference Date, then for such Interest Accrual Period and for each succeeding Interest Accrual Period, the Index shall be LIBOR, determined in the manner set forth below. With respect to any Interest Accrual Period for which the applicable Index is LIBOR, LIBOR for such Interest Accrual Period will be established by the Trustee on the related Interest Determination Date as provided in Section 4.08. In determining LIBOR and any Pass-Through Rate for the COFI Certificates or any Reserve Interest Rate, the Trustee may conclusively rely and shall be protected in relying upon the offered quotations (whether written, oral or on the Reuters Screen) from the Reference Banks or the New York City banks as to LIBOR or the Reserve Interest Rate, as appropriate, in effect from time to time. The Trustee shall not have any liability or responsibility to any Person for (i) the Trustee's selection of New York City banks for purposes of determining any Reserve Interest Rate or (ii) its inability, following a good-faith reasonable effort, to obtain such quotations from the Reference Banks or the New York City banks or to determine such arithmetic mean, all as provided for in this Section 4.07. The establishment of LIBOR and each Pass-Through Rate for the COFI Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

  • Financial Statements, Reports, Certificates Until such time as Borrower shall have become a publicly reporting company under the Exchange Act, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (a) as soon as available, but in any event within thirty (30) days after the end of each month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year commencing with Borrowers’ fiscal year 2010, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Agent; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year and (d) such other financial information as the Lenders may reasonably request from time to time. In addition, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000).

  • Accountant's Certificates Within the period provided in paragraph (b) above, a certificate of the accountants who render an opinion with respect to such financial statements, stating that they have reviewed this Agreement and stating further whether, in making their audit, such accountants have become aware of any Default or Event of Default under any of the terms or provisions of this Agreement insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if any such condition or event then exists, specifying the nature and period of existence thereof;

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.