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 product of the Stock Consideration times the Average Closing Price.

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 of this Section 2.1, the "Cash Ratio" shall equal the quotient of (A) the Adjusted Cash Consideration, divided by (B) the aggregate value of the Merger Consideration; and the "Stock Ratio" shall equal the quotient of (C) the value of the Adjusted Stock Consideration, divided by (D) the aggregate value of the Merger Consideration (calculating the value of the Adjusted Stock Consideration and the Merger Consideration with reference to the HPL Closing Price).

  • The Escrow Account will be divided into two sub-accounts, the “Taxable Account” representing a number of shares (rounded down to the nearest whole share) equal to the Taxable Percentage times the Adjusted Stock Consideration, and the “Balance Account” equal to a number of shares equal to the Adjusted Stock Consideration less the number of shares in the Taxable Account.

  • 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.

  • The Adjusted Stock Consideration will not be issued in violation of and will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights.


More Definitions of Adjusted Stock Consideration

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.
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 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 has the meaning set forth in Section 2.11(d)(i).
Adjusted Stock Consideration. Section 1.1(d)(ii)(B)
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.