Value of Parent Shares Sample Clauses

Value of Parent Shares. In calculating the amount of Parent ---------------------- Shares which Parent may withhold and set off against under Section 10.5(e) hereof, (i) the value of one Parent Share shall be deemed to be equal to the average price per share (as determined by the closing sales price for Parent's Common Stock, or, if no sales are reported, the average of the closing bid and ask prices) that Parent's Common Stock is traded on the American Stock Exchange, or any other established stock exchange, automated quotation system or bulletin board, for at least twenty of the thirty consecutive market trading days ending on the date on which the Claim Notice is delivered (the "Average Trading Price"), provided, however, (ii) if the Average Trading Price is less than $5.00 -------- ------- per share, then the value of each Parent Share for purposes of Sections 10.5(e) and 10.5(f) shall be deemed to be $5.00 per share.
Sample 1
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Value of Parent Shares. For all purposes under this Agreement and the Escrow Agreement, whenever Parent Shares are required to be delivered to satisfy a payment or indemnification obligation of any Party, the Parent Shares shall be deemed to be valued at their Fair Market Value as of Closing Date, notwithstanding the actual market value of the Parent Shares at the time of the delivery of such shares. In the event of any stock split, reverse stock split, stock combination or reclassification of the Parent Shares or any merger, consolidation or combination of Parent with any other Person or Persons, the deemed value of the Parent Shares shall be proportionally adjusted so that the deemed value of the Parent Shares after such event shall be the same economically as the deemed value of the Parent Shares prior to such event. All such adjustments shall be made successively.
Sample 1
Value of Parent Shares. The aggregate number of the Parent Shares to be delivered pursuant to Section 3.01(b) multiplied by the Parent Common Stock Closing Price (the “Aggregate Parent Shares Closing Value”) plus any cash contributed by Parent in lieu of Parent Common Stock pursuant to Section 3.01(b) shall have a value (the “Actual Stock Value”) at least equal to Two Hundred Thirty-Five Million Dollars ($235,000,000) (the “Parent Shares Minimum Value”); provided, however, that if the Aggregate Parent Shares Closing Value is less than the Parent Shares Minimum Value, this condition will be deemed satisfied if Parent increases the amount of cash, the number of shares of Parent Common Stock, or both (collectively the “Additional Consideration”) so that, after including the value of the Additional Consideration (with any additional Parent Common Stock valued at the Parent Stock Closing Price) in the Actual Stock Value, the Actual Stock Value shall be at least equal to the Parent Share Minimum Value to be paid pursuant to Section 3.01; provided, further, that Parent may include shares of Parent Common Stock in the Additional Consideration if both (a) the value of the additional shares of Parent Common Stock does not exceed 34.3% of the total value of the Additional Consideration and (b) the inclusion of shares of Parent Common Stock does not require the Merger or the issuance of Parent Common Stock pursuant to this Agreement to be approved by the stockholders of Parent under the rules of the Nasdaq National Market, Applicable Law or any agreement binding on Parent.
Sample 1

Related to Value of Parent Shares

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • 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.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

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