Adjusted Stock Consideration definition

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

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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

• 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.

• 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.

• As of the Execution Date, Buyer is eligible to register the resale of the shares of Buyer Common Stock comprising the Adjusted Stock Consideration under Form S-3 promulgated under the Securities Act.

• However, in the event that the Adjusted Stock Consideration is more than fifty (50%) of the Stock Consideration than in such event X-ceed, at its election, has the right to rescind the transaction and cancel the issued and outstanding shares.

• Buyer has, and at Closing will have, sufficient duly authorized shares of Buyer Common Stock to enable it to issue the Adjusted Stock Consideration to Seller.

More Definitions of Adjusted Stock Consideration

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

Adjusted Stock Consideration is defined in Section 2.2(b).

Adjusted Stock Consideration means a number of Parent Shares equal to (a) the Adjusted Stock Consideration Value divided by (b) the Stipulated Amount.

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

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

Adjusted Stock Consideration. Section 1.1(d)(ii)(B)