Adjustment Stock Consideration definition

Adjustment Stock Consideration means the number of shares of Parent Common Stock determined by dividing (1) the amount of the payment to be made by Buyer to The Limited pursuant to this Section 2.04 by (2) the Adjustment Price. "Adjustment Price" means the average closing price per share of the Parent Common Stock on the Nasdaq National Market for the five trading days ending on and including the second trading day prior to the Adjustment Closing Date. If, after the date hereof but prior to such date, any change in the outstanding shares of Parent Common Stock shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or similar transaction with a record or effective date prior to the Adjustment Closing Date, the Adjustment Stock Consideration or Adjustment Price, as applicable, shall be appropriately adjusted.
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Adjustment Stock Consideration means “Stock Consideration” except that references to “Purchaser Common Stock VWAP” shall be read to mean “Adjustment Purchaser Common Stock VWAP” and the proviso contained in such definition shall be disregarded.
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Examples of Adjustment Stock Consideration in a sentence

  • Any references to the Adjustment Stock Consideration in this Section 3.25 are included for the convenience of the parties and are not intended to limit the general applicability of Section 2.04(d)(ii).

  • If the Shelf Registration Statement has been declared effective prior to the issuance of shares of Parent Common Stock constituting the Adjustment Stock Consideration, Parent shall prepare and file with the Commission a post-effective amendment to such Shelf Registration, and use its reasonable best efforts to have such post- effective amendment declared effective as promptly as possible, to include such shares of Parent Common Stock within the scope of the Shelf Registration Statement.

  • Purchaser shall deliver to Seller the Adjustment Stock Consideration, if any, within fifteen (15) business days of the Adjustment Date.

  • The registration rights set forth in this Agreement shall cease to be available to Shareholder when all of the shares of Stock Consideration and Adjustment Stock Consideration cease to be Registrable Securities hereunder.

  • The Adjustment Stock Consideration shall be the number of shares of the Purchaser’s common stock resulting from the quotient of: (i) Seven Million Two Hundred Thousand Dollars ($7,200,000.00) minus the Adjustment Amount; divided by (ii) the Adjustment Average.

Related to Adjustment Stock Consideration

  • 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).

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the 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 five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Initial Merger 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”.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • 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 Consideration has the meaning set forth in Section 2.1(a).

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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