Acquiror Share Value definition

Acquiror Share Value means $10.00.
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Acquiror Share Value shall have the meaning specified in Section 3.7 of the Agreement.
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Acquiror Share Value. Acquiror Share Value" means the average of the closing prices of the shares of Acquiror Common Stock on the NASDAQ National Market for the twenty (20) consecutive trading days ending three (3) business days prior to a breach of representation or warranty giving rise to a claim for Damages by the Acquiror.
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Examples of Acquiror Share Value in a sentence

  • Each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall be converted into the right to receive the Per Series D Share Merger Consideration, which will be paid in cash and Acquiror Shares valued at the Closing Acquiror Share Value, without interest.

  • For purposes of this Article IX, Acquiror Shares held in the Escrow Fund and released to Acquiror therefrom in satisfaction of indemnifiable Losses shall be valued at the Closing Acquiror Share Value.

  • Immediately prior to the Effective Time but after giving effect to the Reorganization, each XxXxxxx Owner will be issued a number of shares of Newco Common Stock equal to the quotient obtained by dividing (i) the product of (A) such XxXxxxx Owner’s Pro Rata XxXxxxx Ownership Percentage, multiplied by (B) the XxXxxxx Equity Value, by (ii) the Acquiror Share Value.

  • For the purpose of compensating Acquiror or the Shareholders for their respective Damages pursuant to this Agreement, the value per share of the Escrow Shares shall be the Acquiror Share Value.

  • For the purpose of compensating Acquiror for its respective Damages pursuant to this Agreement, the value per share of the Escrow Shares shall be the Acquiror Share Value.

  • In such event, Acquiror shall pay the Net Adjustment Amount (which will consist 50% of Acquiror Shares valued at the Closing Acquiror Share Value and 50% of cash) to the Consideration Stockholders in accordance with Section 2.6, first to the holders of Series E Preferred Stock to the extent that the consideration set forth in Section 2.6(c) has not been paid in full, then to the holder of Series D Preferred Stock; provided, that in no event will the Net Adjustment Amount exceed the Escrow Amount.

  • In such event, Acquiror and the Stockholder Representative shall deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to release to Acquiror from the Escrow Fund, an amount equal to the Net Adjustment Amount (which will consist 50% of Acquiror Shares (valued at the Closing Acquiror Share Value) and 50% of cash); provided, that in no event will the Net Adjustment Amount exceed the Escrow Amount.

  • For regular and special meetings of the Assembly of CITEL, the Executive Secretary shall consult of the relevant member states of CITEL as to whether they require simultaneous interpretation into French and Portuguese.

  • Then, in relation to this study, the understanding toward an advertisement, say a slogan, can help the readers or the hearers be more selective in choosing orusing something advertised, in this case, which university to choose.Pragmatic transfer has been much discussed under the notion of Interlanguage Pragmatics.


More Definitions of Acquiror Share Value

Acquiror Share Value means the average of the closing prices of the shares of Acquiror Common Stock on the NASDAQ National Market for the twenty (20) consecutive trading days ending three (3) business days prior to a breach of representation or warranty giving rise to a claim for Damages by the Acquiror.
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Related to Acquiror Share Value

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Sold Shares shall have the meaning specified in Section 6.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).