Value of Parent Common Stock Sample Clauses

Value of Parent Common Stock. For purposes of the indemnification obligations described in Article VI hereof, the parties hereto agree that the Parent Common Stock shall be deemed to have a value determined using the weighted average price as reported on the website of the American Stock Exchange for the ten (10) trading days preceding the date on which a claim for indemnification is made, and Parent Stock Warrants issued in the Merger shall be deemed to have a value per share equal to the value per share determined in accordance with Section 1.03.
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Value of Parent Common Stock. The price used to ---------------------------- determine the value of the Parent Common Stock as part of the Total Consideration shall be the same for each shareholder of each company that will be acquired by the Parent at the IPO.
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Value of Parent Common Stock. For purposes of the indemnification obligations described in Article VI hereof, the parties hereto agree that the Parent Common Stock and Parent Stock Warrants issued in the Merger shall be deemed to have a value per share equal to the value per share determined in accordance with Section 1.03.
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Value of Parent Common Stock. 12 2.9 Consequence of failure by Buyer or Parent 13 2.1 Consequences of failure by Sellers or Company 13 2.11 Resignations of Directors; Appointment of New Board of the Company 14 2.12 No Assignees 14 3. LOAN FROM THE COMPANY TO BUYER 15 4. COMMERCIAL RATES FOR DEVELOPMENT 15 5. DISCLAIMER OF PREVIOUS REPRESENTATIONS ETC. 16
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Value of Parent Common Stock. For purposes of calculating the number of shares of Parent Common Stock to be issued as part of the Purchase Price, the value of each share of Parent Common Stock to be issued to the Sellers under the terms of this Agreement (“Value per Share”) shall be deemed to be the lower of $3.75 per share (which gives effect to the reverse 3:1 split of the Parent Common Stock which occurred on February 8, 2007), adjusted proportionately for any stock splits or stock dividends (but excluding other changes in capitalization resulting from the issuance of additional shares of Parent in financing transactions) of Parent occurring prior to the date of issuance of any such shares, and the weighted average closing price per share of the Parent Common Stock in the principal market on which such shares are listed for trading, for the ten trading days immediately preceding the date on which such shares are issued to the Sellers; provided, however, that in the event the Company receives excess net profit from third-party work in an amount which is less than $1,300,000 as described in Section 2.5 of this Agreement, then the value of any shares of Parent Common Stock issued or to be issued to the Sellers pursuant to Stage 3 of the Contemplated Transaction shall be equal to an amount which results in the total Purchase Price being equal to $5.5 million, after giving effect to all other consideration previously issued or issuable to the Sellers. Consequence of failure by Buyer or Parent
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Related to Value of Parent Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Current Per Share Market Value For the purpose of any computation hereunder, the “Current Per Share Market Value” of any security (a “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Common Stock Equivalents In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents for Common Stock exchangeable for Rights, at the initial rate of one share of Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Common Stock pursuant to the Company's Certificate of Incorporation, so that the share of Common Stock Equivalent delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

  • Issuance of Common Stock Equivalents If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

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