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 As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

  • Issuance of Parent Shares In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount set forth opposite the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholder at the Closing, Parent shall deliver to the Rollover Shareholder a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the Rollover Shareholder’s ownership of the Parent Shares issued to the Rollover Shareholder and other shareholders of Parent. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by the Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) issuance of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Shareholder by Parent with respect to the Rollover Shares and (c) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares.

  • 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.

  • 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

  • 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).

  • No Vote of Parent Stockholders No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • 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.

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