Agreed Stock Value definition

Agreed Stock Value means $0.46 per share.

Agreed Stock Value means the average per share closing price of Purchaser Common Stock on the NASDAQ Stock Market (or such other securities exchange or quotation service that makes the primary market in shares of Purchaser Common Stock if it is not then listed on the NASDAQ Stock Market) for (a) with respect to the calculation of the Initial Consideration, the ten (10) trading days immediately preceding the Closing Date; (b) with respect to the calculation of any Stock Consideration issued as all or a portion of any Supplemental Payment, the ten (10) trading days immediately preceding the date the Stock Consideration is actually issued; and (c) for the purposes of Section 9.6(a), the ten (10) trading days immediately preceding the relevant measurement date. If, after the beginning date of any measurement period for Agreed Stock Value, the outstanding Purchaser Common Stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar

Agreed Stock Value means TWENTY-THREE DOLLARS ($23), as may be adjusted pursuant to Section 2.07(a).

Examples of Agreed Stock Value in a sentence

• Within ten (10) days after a final determination has been made pursuant to Section 7.3 or Section 7.4 that Buyer is entitled to indemnification for a Loss, Buyer will send a notice to Seller that it is reducing the number of Indemnity Shares issuable under Section 2.4(b) by a number of shares determined by dividing the amount of such Loss by the Agreed Stock Value, rounded up to the nearest whole share.

• If such Persons are unable to reach agreement as to the Reserved Amount by the Final Release Date, then the Reserved Amount with respect to such Claims Notice shall be the amount in good faith specified by the Buyer Indemnified Party in the Claims Notice based on the Buyer Indemnified Party’s reasonable judgment (but in all cases valuing each Xxxxxxx Share at the Agreed Stock Value).

• Under no circumstances will the aggregate amount of all Losses for which any particular Seller would be liable pursuant to Section 8.2, in the aggregate exceed the aggregate Agreed Stock Value of such Seller’s Pro Rata Share of the Merger Consideration as of the date hereof.

• The Initial Consideration shall consist of the issuance to HIP (or the members of HIP as designated by HIP) on the Closing Date of that number of shares of Purchaser Common Stock equal to $27,000,000.00 divided by the Agreed Stock Value of the Purchaser Common Stock or, in the sole discretion of the Purchaser, cash delivered by wire transfer of immediately available funds to a bank account designated by HIP no later than 48 hours prior to the scheduled Closing Date.

• Subject to the limitations set forth in Section 8.4, to the extent indemnifiable Losses of any Buyer Indemnified Party are to be paid by Sellers, such payment may be paid by Sellers, at the Sellers’ sole discretion, by any combination of (i) the release of the Escrow Stock (valued at the Agreed Stock Value) to Buyer, (ii) the transfer of Buyer Preferred Stock to Buyer, and/or (ii) by wire transfer of immediately available funds in accordance with wire instructions provided in writing by Buyer.

• If any Losses indemnifiable by the Shareholders pursuant to Section 8.02 exceed the then-current balance of the Escrow Fund (valued at the Agreed Stock Value for each Xxxxxxx Share held therein), then such excess shall be payable by each Shareholder, severally, and not jointly, in proportion to their Pro-Rata Share, up to the Cap or the Merger Consideration Cap, as applicable, and pursuant to the Indemnity Agreement.

• The compensation (the "Xxxxxxx Agreed Value") shall be delivered in exchange (the "Share Exchange") for an amount of shares (the "Exchange Shares") of the Common Stock of NGH that is equal to the quotient of the Xxxxxxx Agreed Value divided by the Agreed Stock Value (as defined herein).

• Under no circumstances will the aggregate amount of all Losses for which Sellers would be liable pursuant to Section 8.2, in the aggregate exceed the aggregate Agreed Stock Value of the Merger Consideration as of the date hereof.

• If at any time after the date of this Agreement any change in the number of outstanding shares of Buyer Common Stock shall occur as a result of any stock split (including a reverse stock split), a stock dividend, combination of shares, reclassification of outstanding shares, recapitalization or similar transaction, then the number of Xxxxxxx Shares and the Agreed Stock Value shall be adjusted to reflect such change, including by adjustment to the Escrow Amount and the Escrow Fund.

• For purposes of this Agreement, the Agreed Stock Value shall mean US$3.00 per share.The Exchange Shares is hence calculated at 2'250'000 shares.

More Definitions of Agreed Stock Value

Agreed Stock Value means TWENTY-THREE DOLLARS ($23), as may be adjusted pursuant to Section 2.07(a). “Agreement” has the meaning set forth in the preamble.

Agreed Stock Value means the average per share closing price of CAI’s common stock on the New York Stock Exchange for the twenty (20) trading days immediately preceding the day that is two trading days prior to the date of measurement.

Agreed Stock Value means the average per share closing price of Purchaser Common Stock on the NASDAQ Stock Market (or such other securities exchange or quotation service that makes the primary market in shares of Purchaser Common Stock if it is not then listed on the NASDAQ Stock Market) for (a) with respect to the calculation of the Initial Consideration, the ten (10) trading days immediately preceding the Closing Date; (b) with respect to the calculation of any Stock Consideration issued as all or a portion of any Supplemental Payment, the ten (10) trading days immediately preceding the date the Stock Consideration is actually issued; and (c) for the purposes of Section 9.6(a), the ten (10) trading days immediately preceding the relevant measurement date. If, after the beginning date of any measurement period for Agreed Stock Value, the outstanding Purchaser Common Stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, any Stock Consideration shall be appropriately adjusted to provide to Sellers the same economic effect as contemplated by this Agreement prior to such event.

Agreed Stock Value means the average per share closing price of Purchaser’s common stock on the New York Stock Exchange for the twenty (20) trading days immediately preceding the day that is two trading days prior to the date of measurement. If, between the date of this Agreement and the date of measurement, the Purchaser’s outstanding common stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the stock component of any Supplemental Payments shall be appropriately adjusted to provide to Sellers the same economic effect as contemplated by this Agreement prior to such event.

Agreed Stock Value means the higher of (i) $12.839 (as adjusted for any stock split, stock dividend, stock combination, reclassification or similar transaction occurring after the date hereof) per share of the Buyer Preferred Stock or (ii) the Fair Market Value per share of the Buyer Preferred Stock as of the last Business Day of the calendar quarter immediately preceding the applicable date of payment.