Adjusted Stock Consideration definition

Adjusted Stock Consideration shall have the meaning set forth in Section 3.1.2.

Adjusted Stock Consideration means the Base Stock Consideration minus a number of shares of Parent Common Stock equal to (x) the Stock Adjustment Amount divided by (y) the Reference Price.

Adjusted Stock Consideration means the sum of (i) the fair market value (which fair market value shall be based upon the lesser of (1) the Closing Price and (2) the average of the high and low trading prices of the Class A Common Stock on the first anniversary of the Effective Date) of the difference between (A) the Class A Common Stock issued to Capital Stockholders (determined after taking into account any Upward Share Adjustment to the shares issued to such Capital Stockholders) and (B) the Class A Common Stock that was not ultimately delivered to Capital Stockholders after release of the Cholestin Escrow Shares and the Escrow Shares, and (ii) the difference between (Y) the fair market value of the Class A Common Stock issued to Capital Stockholders pursuant to the Fixed Stock Right (which fair market value shall be based on the lesser of (1) the Closing Price and (2) the high and low trading prices of the Class A Common Stock on the date that the True-Up Amount is paid) and (Z) the amount treated as imputed interest (as described below in subsection (f)) with respect to the stock issued to Capital Stockholders pursuant to the Fixed Stock Right. The amount payable by Nu Skin pursuant to the Variable Stock Right shall be paid solely in shares of Class A Common Stock.

Examples of Adjusted Stock Consideration in a sentence

• Any shares of CU Bancorp Common Stock comprising the Stock Consideration or the Adjusted Stock Consideration, as applicable, that would have been issued to the holders of Dissenting Shares but for the operation of this Section 3.6, will not be issued in the Merger and will be remain authorized and unissued shares of CU Bancorp Common Stock.

• For purposes hereof, the condition set forth in clause (i) above shall be deemed not to exist if the Exchange Ratio is increased so that the Adjusted Stock Consideration (calculated by using the Average Closing Price, as provided in the definition of “Adjusted Stock Consideration”) after such increase is not less than 80% of the Adjusted Stock Consideration calculated by using the Starting Price in lieu of the Average Closing Price.

• FCAL shall have delivered the Stock Consideration or the Adjusted Stock Consideration, as applicable, to the Exchange Agent and the Exchange Agent shall have provided PSBK with a certificate evidencing such delivery.

• Subject to the NYSE listing approval with respect to the Adjusted Stock Consideration, the issuance and sale of the Adjusted Stock Consideration does not contravene NYSE rules and regulations.

• In the event Old Second provides such notice increasing the stock portion of the Merger Consideration, the term Stock Consideration shall refer to the Adjusted Stock Consideration.

More Definitions of Adjusted Stock Consideration

Adjusted Stock Consideration means the product of the Stock Consideration times the Average Closing Price.

Adjusted Stock Consideration as used in this Section 3.3, shall mean the Base Stock Consideration as decreased (if at all) by this Section 3.3(b).

Adjusted Stock Consideration is defined in Section 2.3(c).

Adjusted Stock Consideration means the quotient obtained by dividing (1) the Adjusted Stock Price, by (2) the Average FNWD Closing Price. As used in this subsection (d), the following terms shall have the meanings indicated below:

Adjusted Stock Consideration means 3.4 million shares of Ciena Common Stock minus a number of shares of Ciena Common Stock equal to the Stock Reduction Amount.

Adjusted Stock Consideration has the meaning set forth in Section 2.11(d)(i).

Adjusted Stock Consideration. Section 1.1(d)(ii)(B) “Adverse Change in Recommendations” Section 5.6(d) “Agreement” Preamble