Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall be the number of shares of Parent Common Stock determined by dividing (A) $25,000,000 by (B) the average closing sale price of a share of Parent Common Stock, as reported on The Nasdaq National Market, for the twenty (20) most recent trading days ending on the second trading day immediately preceding the Closing Date (the "AVERAGE PRICE"). The Average Price shall be adjusted to reflect fully the effect of any stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.

Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall be the four and one half million (4,500,000) shares of Parent Common Stock as adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.

Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall be the number of shares of Parent Common Stock determined by dividing (A) $99.5 million ($99,500,000) by (B) the average closing sale price of a share of Parent Common Stock, as reported on The Nasdaq National Market, for the ten (10) most recent trading days ending on the trading day immediately preceding the date of this Agreement (the "AVERAGE PRICE"); provided, however, that the $99.5 million amount in clause (A) herein (the "CONSIDERATION") shall be reduced, dollar for dollar, by the amount of any reduction in the Company's shareholders' equity from September 30, 1999 to the date which is two (2) business days before the Closing Date as shown on the respective balance sheets as of such dates (excluding amortization and depreciation consistent with past practices) as prepared and certified by the Company's Chief Executive Officer in accordance with GAAP and consistent with past practices (the "PURCHASE PRICE REDUCTION"); but provided, further that (i) the Tax Distribution, (ii) the Appraisal Rights and (iii) Third Party Expenses (all as defined below) shall not effect a Purchase Price Reduction, it being agreed that the foregoing items (i), (ii) and (iii) shall not be reflected on the balance sheet as of the date which is two (2) business days before the Closing Date. The Average Price shall be adjusted to reflect fully the effect of any stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.

Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall be the number of shares of Parent Common Stock determined by dividing (A) $188 million by (B) the average closing sale price of a share of Parent Common Stock, as reported on The Nasdaq National Market, for the twenty (20) most recent trading days ending on the trading day immediately preceding the Closing Date (the "AVERAGE PRICE"); provided, however, that if the Average Price is greater than $40.00, the Average Price shall be deemed to be $40.00; and if the Average Price is less than $25.00, the Average Price shall be deemed to be $25.00 (which limits on the Average Price are referred to herein as the "AVERAGE PRICE LIMITS"). The Average Price and Average Price Limits shall (as applicable) be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.

Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall be the number of shares of Parent Common Stock determined by dividing (A) $42 million by (B) the average closing sale price of a share of Parent Common Stock, as reported on The Nasdaq National Market, for the forty (40) most recent trading days ending on the trading day immediately preceding the Closing Date (the "AVERAGE PRICE"); provided, however, that the $42 million amount in clause (A) herein shall be reduced, dollar for dollar, by the amount (x) of any reduction in the Company's fixed assets from April 30, 1999 to May 31, 1999 as shown on the respective balance sheets as of such dates (excluding amortization and depreciation consistent with past practices), and (y) that the Company's total liabilities at May 31, 1999 exceed $4,638,342 (all as shown on the balance sheets of the Company as of April 30, 1999 (in the case of clause (x) above) and May 31, 1999, as prepared and certified by the Company's Chief Financial Officer in accordance with GAAP and consistent with past practices) plus the amount of cash proceeds received by the Company (not to exceed $230,000) from the exercise of warrants prior to the Closing. The Average Price shall be adjusted to reflect fully the effect of any stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.

Aggregate Parent Share Number. The "AGGREGATE PARENT SHARE NUMBER" shall mean 3,363,823.

Related to Aggregate Parent Share Number

Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.
Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5.
Adjustment of Number of Shares Purchasable Upon any adjustment of the Exercise Price as provided in Section 4.1, 4.2 or 4.3 hereof, the Holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.
Adjustments of Exercise Price and Number of Warrant Shares; Stock Splits, etc The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:
Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights The Exercise Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
Adjustment of Exercise Price, Number of Shares or Number of Rights The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
Purchase Price; Number of Shares (a) The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $2.80 (the “Purchase Price”), 185,714 fully paid and nonassessable shares of the Company’s Series D Preferred Stock, (the “Exercise Quantity”), $0.001 par value (the “Preferred Stock”).
Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Aggregate Parent Share Number Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Aggregate Parent Share Number