Agreed Share Price definition

Agreed Share Price means a U.S. Dollar cash price per share of Restricted Stock equal to the quotient of (A the excess of (1) the sum of 6.54 times EBITDA for the Company's and the Company's Subsidiaries most recently ended fiscal year prior to the closing of a purchase and sale plus cash and cash equivalents of the Company and the Company's Subsidiaries (but only to the extent the total of such cash and cash equivalents exceeds $15 million) over (2) the principal amount of outstanding debt of the Parent and its Subsidiaries owing to banks, or owing with respect to securities issued by the Parent or by any Subsidiary of the Parent and the aggregate liquidation preference of all outstanding preferred stock issued by the Parent, in each case as of the Company's and the Company's Subsidiaries most recently ended fiscal year prior to the closing of a purchase and sale (or as of February 25, 1998 for fiscal year 1998), divided by (B) the total number of outstanding shares of all classes of common stock of Eagle-Picher Holdings, Inc., a Delaware corporation. The calculation of Agreed Share Price shall be as of the Company's and the Company's Subsidiaries' most recently ended fiscal year.
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Agreed Share Price shall be $0.20, subject to adjustment for stock splits, reverse stock splits and stock dividends of Celtron Common Stock after the date of this Agreement.
Sample 1
Agreed Share Price means the average closing price of Centra Common Stock as reported by the Nasdaq Stock Market, Inc. for the period of ten trading days beginning on the fifth trading day before Centra publicly announces its earnings for the first fiscal quarter of 2001.
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Examples of Agreed Share Price in a sentence

  • The Agreed Share Price should generally be the fair market value of the Shares on a Fully Diluted Basis.

  • During such 60 day period, Holdings, in its sole discretion, shall have the right to purchase from the Affected Shareholder the number of shares subject to the Put Right at a price per share equal to the Agreed Share Price.

  • This limitation shall not apply in case of a violation of the Guarantee in Clause 9.1(b), in which case each Seller’s liability shall be limited to the amount of the Agreed Share Price paid for the Sale Shares affected.

  • In the event that before the 60th day after such notice, Granaria Holdings B.V. or its designee has not purchased the tendered shares of Restricted Stock for the Agreed Share Price, the Company shall purchase the shares of Restricted Stock for the Agreed Share Price.

  • In the event that Centra Common Stock is issued to the holders of shares of Company Stock in the Merger, then Shareholder who otherwise would be entitled to a fractional share interest in a share of Centra Common Stock will be entitled to receive an amount in cash (without interest) determined by multiplying the fractional share interest to which such holder otherwise would be entitled by the Agreed Share Price.

  • The Shareholders Agreement will provide that upon 30 days' written notice to the Senior Manager or his Beneficiary, the Issuer may require a Senior Manager who is, or has given notice that he will be, no longer employed by the Company or any Affiliate (or his Beneficiary) to sell to the Issuer or its designee any or all Restricted Stock held by the Senior Manager or Beneficiary for a cash price per share of Restricted Stock equal to the Agreed Share Price.

  • In relation to each Seller and, in the case of Seller 1 in relation to each of the UniCredit Shares, the ING Shares and the Indigo Shares, the bank account to which the Agreed Share Price shall be paid according to the above table (or any subsequent notification in accordance with the previous paragraph) is hereafter referred to as the “Agreed Account”.

Related to Agreed Share Price

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • 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”.

  • Share Price means any price of the Share as published by the Exchange.

  • 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”.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Average Share Price means the average of the closing price per share of Class A Common Stock on the New York Stock Exchange on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on the Quarter 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.

  • 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.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • 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.

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

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

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

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

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

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

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

  • 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.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

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