Volume Weighted Average Price Clause Samples

Volume Weighted Average Price the volume weighted average of the per share trading prices of De La Rue Shares on the London Stock Exchange as reported through Bloomberg; which entitlements to vote on the Scheme will be determined, expected to be 6:00 p.m. (BST) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. (BST) on the second day before the date of such adjourned meeting; corporate, partnership, joint venture or person in which Bidco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Target Group);

Volume Weighted Average Price the volume weighted average of the per share trading prices of Sopheon Shares on the London Stock Exchange as reported through Bloomberg; which entitlements to vote on the Scheme will be determined, expected to be 6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the second day before the date of such adjourned meeting; including any funds managed by affiliates of Resurgens or such funds, and their respective subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which Bidco, Wellspring and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Target Group); any other undertaking, body corporate, partnership, joint venture or person in which Sopheon and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent; £ or ▇▇▇▇▇ pounds sterling or ▇▇▇▇▇, the lawful currency of the UK; and $ or USD or dollars dollars, the lawful currency of the United States of America. In this Announcement:

Volume Weighted Average Price. Vwap") Orders The Financial Intermediary may accept Volume Weighted Average Price ("VWAP") Orders for certain securities or futures products. VWAP stock transactions will be executed after the close of trading at the average price for the security during the reference period, as calculated by a third-party pricing service (“Pricing Service”). The average price reported to the Client on the relevant confirmation may not reflect the actual trading level of the security at any point during the trading day, but rather reflects an average price based upon transactions effected during the reference period, as calculated by the Pricing Service. In VWAP transactions, the Financial Intermediary and its Affiliates, acting as agent or riskless principal, generally will forward the transactions for execution to an Affiliate which will act as principal in the transaction. Customers entering VWAP orders agree to accept the VWAP price for the reference period as calculated by the Pricing Service. Neither the Financial Intermediary nor its Affiliates have any control over the methodology used by the Pricing Service to calculate VWAP prices and do not warrant the accuracy of those prices. The Financial Intermediary and its Affiliates reserve the right NOT to execute a VWAP transaction at the close of trading in the following circumstances: The Client’s VWAP order violates Exchange rules or securities or commodities Regulations or rules, or is intended to defraud or manipulate the market;

Volume Weighted Average Price. For purposes of the calculation above, the “Volume-Weighted Average Price” means the volume-weighted average sale price of a Common Share on The Nasdaq Global Select Market (or other national securities exchange on which the Common Shares are then listed) for the fifteen (15) Trading Days immediately preceding, and excluding, the Exercise Date, as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service as determined by the Company. If the Volume-Weighted Average Price cannot be calculated on such date in the manner provided above, the “Volume-Weighted Average Price” shall be the fair market value (i.e., the price that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, both having full knowledge of the relevant facts and neither of which is under any compulsion to complete the transaction, without regard for control premiums or minority or illiquidity discounts) of a share of Common Shares as determined in good faith by the Company’s Board of Directors; provided that the Company shall give the Holder prompt written notice of any such determination, together with reasonable data and documentation to support such determination.

Volume Weighted Average Price. The definition of the Volume Weighted Average Price in the Indenture is hereby amended and restated in its entirety as follows:

Volume Weighted Average Price. In respect of any Valid Day, the volume weighted average price per Share as displayed under the heading "Bloomberg VWAP" on Bloomberg Page CEPH <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on each such Valid Day, or if such Volume Weighted Average Price is not available, the Calculation Agent's reasonable, good faith estimate of the volume weighted average price of the Shares on such Valid Day. Adjusted Conversion Price: For each Conversion Event, the Conversion Price (as defined in the Note Indenture and as adjusted from time to time pursuant to the terms thereof) as in effect at the time of the related Conversion Event. Additional Party B Payments: If a Conversion Event occurs on the Expiration Date, then Party B shall pay to Party A, on the related Settlement Date, an amount (in addition to any related Redemption Equivalent Amount) equal to 0.25% of the related Conversion Amount. Adjustments: Method of Adjustment: Not applicable.

Volume Weighted Average Price. The term “Volume Weighted Average Price” per share of Common Stock on any Trading Day means such price as displayed on Bloomberg (or any successor service) page LOCK <equity> VWAP in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day.

Volume Weighted Average Price. Vwap") Orders (1) The Financial Intermediary may accept Volume Weighted Average Price ("VWAP") Orders for certain securities or futures products. VWAP stock transactions will be executed after the close of trading at the average price for the security during the reference period, as calculated by a third-party pricing service (“Pricing Service”). The average price reported to the Client on the relevant confirmation may not reflect the actual trading level of the security at any point during the trading day, but rather reflects an average price based upon transactions effected during the reference period, as calculated by the Pricing Service. In VWAP transactions, the Financial Intermediary and its Affiliates, acting as agent or riskless principal, generally will forward the transactions for execution to an Affiliate which will act as principal in the transaction. (2) Customers entering VWAP orders agree to accept the VWAP price for the reference period as calculated by the Pricing Service. Neither the Financial Intermediary nor its Affiliates have any control over the methodology used by the Pricing Service to calculate VWAP prices and do not warrant the accuracy of those prices. The Financial Intermediary and its Affiliates reserve the right NOT to execute a VWAP transaction at the close of trading in the following circumstances: i. The Client’s VWAP order violates Exchange rules or securities or commodities Regulations or rules, or is intended to defraud or manipulate the market; ii. a significant disruption in or premature close of trading in the market on which the security or futures product is traded; iii. acts of God, war (declared or undeclared), terrorism, fire or action by an exchange, regulatory or governmental authority that disrupts trading in the relevant security or the Pricing Service's calculation of the VWAP; or iv. if the Pricing Service's calculation of VWAP prices is clearly erroneous. In such cases, neither IB UK nor its Affiliates shall have any obligation to execute Customer's VWAP order.

Volume Weighted Average Price. For purposes of this ----------------------------- Agreement "VWAP" shall mean for any security as of any date, the volume weighted average price, as of the close of trading at 4:00 p.m. eastern time, of such security on the principal securities exchange or trade market where such security is listed or traded as reported by Bloomberg, L.P. ("Bloomberg"), or if the foregoing does not apply, the volume weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if the volume weighted average price is not reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the VWAP cannot be calculated for such security on such date, as set forth above, the VWAP of such security shall be the fair market value as determined in good faith by an investment banking firm selected jointly by the Company and the Holders, with the fees and expenses of such determination borne solely by the Company.