Purchase Price Per Share. If the Covered Shares are subject to a purchase price, as set forth in the Notice, the Participant shall have the right to purchase such Covered Shares at the specified purchase price in accordance with such procedures as may be established by the Committee from time to time.
Purchase Price Per Share. The term “Purchase Price Per Share” shall mean, with respect to Shares purchased from a Shareholder or Additional Shareholder in connection with a Transfer that does not constitute a 2.5% Transaction, an amount determined in good faith by the Board as the value per Share as of the date on which the purchase is deemed to be effective based on the Total Company Valuation as of such date. In computing the Purchase Price Per Share, the Board shall consider, in addition to outstanding Shares, the dilution effect of options, warrants or other rights to acquire shares of common stock and will not impute any discount or premium based on the percentage of the Company represented by the Shares being purchased or illiquidity of any such Shares.
Purchase Price Per Share. The per share purchase price of each Security shall be $45.29, which is the average of the daily closing sales prices of the Common Stock of the Company for the thirty (30) consecutive trading days as reported on the New York Stock Exchange immediately preceding (and not including) October 14, 2017 (the “Per Share Market Value”).
Purchase Price Per Share. The purchase price per share of the Company's Common Stock (the "Purchase Price") shall be determined on the Calculation Date as an amount equal to 95.5% of the simple average of the daily weighted average price of the Common Stock for the five previous Trading Days, as reported on Bloomberg.
Purchase Price Per Share. (i) The purchase price per share of the Company's Common Stock (the "Purchase Price") shall be the average of the two (2) lowest Stock Prices during the six (6) Trading Days prior to but excluding a Mandatory Purchase Date, an Additional Purchase Date or a Call Purchase Date, as the case may be (the "Purchase Price Period"); provided, however, that any trading price below the Floor Price during such six (6) Trading Days shall be deemed to be equal to the Floor Price for purposes of determining the Purchase Price. If the Company, at any time during a Purchase Price Period, subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) its shares of Common Stock into a greater number of shares, then, as of the beginning of the Purchase Price Period, the Stock Price in effect prior to such subdivision shall be proportionately reduced. If the Company, at any time during a Purchase Price Period, combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) its shares of Common Stock into a smaller number of shares, then as of the beginning of the Purchase Price Period, the Stock Price in effect prior to such combination shall be proportionately increased.
Purchase Price Per Share. (A) The Purchase Price Per Share of the Shares to be acquired by Progressive hereunder will be equal to the sum of (i) 2.6 multiplied by the Tangible Net Book Value of the Company as of December 31, 2014 (the “First Reference Date”), determined in accordance with the procedures set forth in Section 2.2(B)-(F) hereof, plus (ii) an additional amount equal to the exercise price of all in-the-money options to purchase Company Stock outstanding as of December 31, 2014, divided by (iii) the total number of outstanding shares of Company Stock, determined on a Fully Diluted Basis, as of the date that is ten (10) Business Days prior to the Closing Date (the “Second Reference Date”). To illustrate application of this formula, pro forma calculations of the Tangible Net Book Value of the Company as of September 30, 2014, and of the resulting Purchase Price Per Share as of that date, are set forth in Exhibit B attached hereto.
(B) The Tangible Net Book Value of the Company as of the First Reference Date will be determined in accordance with GAAP, and will be based on the consolidated balance sheet of the Company and its Subsidiaries as of such date that is included in the 2014 Financial Statements, which are to be prepared by the Company and audited by BDO USA, LLC (“BDO”) in accordance with and as the same may be adjusted pursuant to this Section 2.2 (the “Closing Balance Sheet”). Promptly after December 31, 2014, the Company will prepare consolidated balance sheets and consolidated statements of shareholders' equity as of December 31, 2014 and consolidated income statements and consolidated statements of cash flows for the twelve-month period then ended for the Company and its consolidated Subsidiaries in accordance with GAAP applied on a basis consistent with the application of GAAP by the Company in preparation of the 2013 Financial Statements, except as necessary to correct any errors and improve accuracy (collectively, the “Draft 2014 Financial Statements”), and shall use its best efforts to complete the Draft 2014 Financial Statements, and provide Progressive and the Selling Shareholders with copies thereof, together with an explanation of any material or unusual changes or variations in the financial balances or results of operations from the Third Quarter Financial Statements, no later than January 31, 2015. Progressive and the Selling Shareholders shall have twenty (20) Business Days to review and raise objections with the Company to the Draft 2014 Financial ...
Purchase Price Per Share. The purchase price per share of the Company's Common Stock (the "Purchase Price") shall be the lowest Stock Price of the Stock Prices on each of the five (5) Trading Days immediately prior to but excluding a Company Put Purchase Date or Investor Call Purchase Date, as the case may be; PROVIDED, HOWEVER, that (i) upon Investor's prior notice to the Company, which notice may be provided orally, any Stock Price on a Trading Day below the Floor Price may be considered to be equal to the Floor Price for purposes of determining the Purchase Price, and (ii) if no such notice is provided, any Stock Price on a Trading Day below the Floor Price shall not be considered in determining the Purchase Price, and the Purchase Price shall be determined solely by reference to the remaining Trading Days in such five (5) Trading Day period. A Trading Day with respect to which the Investor provides notice that the Stock Price shall be considered to be equal to the Floor Price in accordance with clause (i) above shall be deemed an "Included Day."
Purchase Price Per Share. For purposes of this Agreement, the "PURCHASE PRICE" for each Share purchased by the Investor shall be equal to (i) the product of (A) 91% and (B) the average of the three lowest Bid Prices of the Common Stock during the ten consecutive Business Days ending on and including the day preceding the Closing Date as described in Section 1(b). The number of Shares so to be purchased pursuant to each Put Notice shall be rounded to the nearest whole number so as to avoid the issuance of fractional shares.
Purchase Price Per Share. The Purchase Price per Share paid by the Buyer shall be Eight Dollars ($8.00) per share.
Purchase Price Per Share. For the purposes of this Article IV, the "Purchase Price per Share" of Capital Stock shall be based on a total Company valuation determined by a nationally recognized investment banking firm qualified to value the Company (the "Appraiser") selected by RSL in its sole and absolute discretion, which shall be RSL's managing underwriter in the event of an exercise of the First Exercise Right (as defined below); provided, however, that in no event shall the total valuation amount imputed to the shares of Capital Stock owned by all current stockholders of the Company other than RSL (including all persons or entities who become stockholders upon conversion or exercise of all securities listed on Schedule 3.02 to the Stock Purchase Agreement, dated as of July __, 1997, by and among the Company, RSL, Davidson, Pioneer and Xxxx Xxxxxxx) be less than $5,000,000. All decisions and valuations made by the Appraiser in accordance with the terms of this Article IV shall be final and binding upon the parties. Such valuation amount shall be divided by the total number of shares of Capital Stock of the Company outstanding on a fully diluted basis to determine the Purchase Price per Share. For the purposes of this Article IV, holders of derivative securities (i.e., convertible securities, warrants and options) shall be required and will be deemed to have converted or exercised such derivative securities immediately prior to a purchase by RSL of the Non-RSL Stockholders' Capital Stock and, accordingly, will be deemed to hold the number of shares of the Company's common stock resulting from such conversion or exercise, which shares will be treated as Capital Stock for all purposes of this Article IV.
