Adjusted Share Consideration definition

Adjusted Share Consideration means the number of shares of Parent Common Stock determined bydividing (a) the Adjusted Share Consideration Value by (b) the Collared Stock Price.
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Adjusted Share Consideration means the number of shares of Parent Common Stock determined by dividing (a) the Adjusted Share Consideration Value by (b) the Collared Stock Price.
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Adjusted Share Consideration means that number of shares of GEE Common Stock determined by subtracting the RC Shares from the Share Consideration.”
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Examples of Adjusted Share Consideration in a sentence

  • Upon and subject to the terms and conditions of this Agreement, at the Closing, each of the Shareholders shall sell, assign and transfer or cause to be sold, assigned and transferred to the Sub all Company Shares owned by each of them, as applicable, free and clear of all Liens and any other rights or claims of others, and the Sub shall purchase such Company Shares from each of the Shareholders for the Adjusted Share Consideration paid in accordance with Section 1.2(c).

  • Any payments made to a Shareholder or Participating Optionholder pursuant to this Section 1.5 will be treated as adjustments to the Adjusted Share Consideration or Vested Option Consideration, as applicable, for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.

  • Any payments made to a Parent Indemnified Party or a Shareholder pursuant to any indemnification obligations under this Article VIII will be treated as adjustments to the Adjusted Share Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.


More Definitions of Adjusted Share Consideration

Adjusted Share Consideration means an amount equal to the Total Share Consideration, less (x) the amount of the Unvested Option Consideration and less (y) the amount of the Vested Option Consideration.
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Related to Adjusted Share Consideration

  • 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.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Base Consideration is defined in Section 2.2.

  • Scheme Consideration means, in respect of:

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • 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”.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

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

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (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 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.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • 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”.