Adjusted Per Share Purchase Price definition

Adjusted Per Share Purchase Price has the meaning set forth in ‎Section 5.9(c);
Sample 1Sample 2Sample 3
Adjusted Per Share Purchase Price means the $5,000 purchase price per share of Common Stock, appropriately adjusted to reflect any stock split or share combination involving the Common Stock, any recapitalization of the Company, any adjustment pursuant to Section 4.3(b) of the Stockholders Agreement, or any merger, consolidation, reorganization or similar corporate event involving the Company occurring on or after the Commencement Date and on or before the Registration Date. The Supplemental Restricted Share Units shall vest in three equal annual installments on the first three anniversaries of the Registration Date, so long as (with respect to each installment) Executive is continuously employed by the Company through the applicable anniversary date. Notwithstanding the foregoing, no Supplemental Restricted Share Units shall become vested on any such anniversary date if, on such date, the average of the closing prices of a share of Common Stock on the principal trading market on which such shares are traded or reported for the 20 trading day period ended on such date (or, if such date is not a business day, the 20 trading day period ended on the last trading day occurring immediately prior thereto) does not exceed the Initial Fair Market Value (the “Minimum Value Requirement”). In the event that the Minimum Value Requirement is not satisfied on any applicable anniversary date, the Supplemental Restricted Share Units that would otherwise have vested on such anniversary date shall vest on any subsequent anniversary date or on any date after the third anniversary date (treating each such date as an anniversary date for purposes of the 20 day trading measurement period) on which both Executive is still an employee of the Company and the Minimum Value Requirement is satisfied; provided that any such Supplemental Restricted Share Units that have not become vested on or before the fifth anniversary of the grant date shall be forfeited. The shares of Common Stock corresponding to any vested Supplemental Restricted Share Units, if any, shall be distributed to Executive as soon as practicable, but not later than five (5) business days following the earlier to occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month anniversary of the date Executive’s employment with the Company terminates, unless the Executive elects (in a manner consistent with the applicable requirements of Section 409A of the Internal Revenue Code (the “Code”)) to defer the date upon which the shares of Co...
Sample 1Sample 2Sample 3
Adjusted Per Share Purchase Price shall equal: where: PSPP = the Per Share Purchase Price. N = the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents. v = the number of shares of Common Stock which the aggregate consideration receivable by the Company (determined in accordance with subsection (c) below) would purchase at the Per Share Purchase Price. n = the number of shares of Common Stock issuable in connection with such subsequent issuance. The Company shall notify the Investors in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price. The Additional Shares shall be entitled to the registration and other rights set forth in the Registration Rights Agreement and any Additional Shares not registered for resale shall also be afforded general piggyback registration rights (until such time as the affected Investor can resell its Additional Shares pursuant to Rule 144(k)) such that such Additional Shares may be included in any registration statement (other than on Form S-8) filed by the Company. Notwithstanding the foregoing, no issuances of Additional Shares will be made under this Section as a result of: (i) the issuance of Warrant Shares, (ii) to the extent consistent with past practice, the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or approved by the Company and its shareholders in the future (but not as to any amendments or other modifications to the number of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein, unless such amendments or other modifications are approved by the Company’s shareholders), (iii) the issuance and sale by the Company of shares of Common Stock or Common Stock Equivalents issued as consideration for the acquisition of another company or business (including the grant of up to 100,000 options or warrants to officers, employees and directors in connection with such an acquisition) if no executive officer, director or 10% beneficial shareholder of the Company is an executive officer, director or 10% beneficial shareholder of such other company or business, and if the acquisition has been approved by the Board of Directors of the Company, (iv) the issuance of ...
Sample 1Sample 2

Examples of Adjusted Per Share Purchase Price in a sentence

  • For all purposes under the Transaction Documents, the Per Share Purchase Price shall be deemed to be reduced to the Adjusted Per Share Purchase Price.

  • For all purposes under the Transaction Documents (including the determination of the Conversion Rate under the Note), the Per Share Purchase Price shall be deemed to be reduced to the Adjusted Per Share Purchase Price.

  • For all purposes under the Transaction Documents (including the determination of the Conversion Rate under the Notes), the Per Share Purchase Price shall be deemed to be reduced to the Adjusted Per Share Purchase Price.

  • The number of Additional Shares issuable to each Investor will equal the number of shares of Common Stock that such Investor’s Investment Amount would have purchased at the Adjusted Per Share Purchase Price (as defined below) minus the number of shares of Common Stock issued to such Investor pursuant to Section 2.2(a)(i) herein.

  • Notwithstanding the foregoing, in no event shall the Adjusted Per Share Purchase Price equal less than $1.40.


More Definitions of Adjusted Per Share Purchase Price

Adjusted Per Share Purchase Price shall have the meaning ascribed to such term in Section 2.6.
Sample 1
Adjusted Per Share Purchase Price means (a) $1.30 multiplied by (b) a fraction of which (x) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at a price of $1.30 per share and (y) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance.
Sample 1
Adjusted Per Share Purchase Price means the Per Share Purchase Price, as adjusted pursuant to Sections 4.12(a) and 4.12(b) above, "Original Shares" means the original number of Shares purchased by the Purchaser on Closing as part of the Units purchased by the Purchaser on Closing.
Sample 1
Adjusted Per Share Purchase Price means (a) One and 752/1000 Dollars ($1.752) multiplied by (b) a fraction of which (x) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at a price of One and 752/1000 Dollars ($1.752) per share and (y) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance.
Sample 1

Related to Adjusted Per Share Purchase Price

  • 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.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • 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.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • 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.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Exercise Price Per Share hereinafter “Exercise Price” means the exercise price with respect to all Shares acquired pursuant to each exercise of the Option).

  • 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.

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Price Per Share shall have the meaning ascribed to such term in Section 2.1.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Base Purchase Price has the meaning set forth in Section 2.2.