Agreed Stock Value definition

Agreed Stock Value means $0.46 per share.
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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.
Sample 1
Agreed Stock Value means TWENTY-THREE DOLLARS ($23), as may be adjusted pursuant to Section 2.07(a).
Sample 1

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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • In the event any Buyer Indemnification Claim is made by a Buyer Indemnified Party pursuant to a Claims Notice delivered to the Shareholder Representatives prior to the Final Escrow Release Date, such Buyer Indemnified Party and the Shareholder Representatives shall negotiate in good faith to reach an agreement upon the amount on deposit in the Escrow Fund (valued at the Agreed Stock Value for each Xxxxxxx Share held therein) that should be reserved in respect of such Claims Notice (a “Reserved Amount”).

  • 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.


More Definitions of Agreed Stock Value

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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Agreed Stock Value

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • 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.

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

  • 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.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation 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.

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

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

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

  • 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)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • 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.

  • Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.

  • 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”.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Scheme Consideration means, in respect of:

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

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).