Applicable Common Share Amount definition

Applicable Common Share Amount shall be the lesser of (i) the number of shares of Company Common Stock which, when added to the number of shares of Company Common Stock owned by Sub immediately prior to the exercise of the Common Share Option, would result in Sub owning immediately after the exercise of the Common Share Option 90% of the then outstanding shares of Company Common Stock and (ii) the number of shares of Company Common Stock represented by (x) the total authorized number of shares of Company Common Stock under the Company's certificate of incorporation less (y) the sum of the number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance, subscribed for or otherwise committed for issuance. Sub may exercise the Common Share Option only if (a) the Funding Date shall have occurred, (b) upon such exercise, it (together with Parent) shall own at least 90% of the then outstanding shares of Company Common Stock and (c) such exercise would not violate applicable law. The Common Share Option shall expire if not exercised prior to the earlier of the Effective Time and 12:00 midnight, Eastern time, on the date 15 business days after the Funding Date.
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Applicable Common Share Amount is the number of Common Shares which, when added to the number of Common Shares owned by EastGroup and the Purchaser immediately prior to the exercise of the option, would result in the Purchaser owning immediately after the exercise of the option 90% of the then outstanding Common Shares. The "Applicable Preferred Share Amount" is the number of Preferred Shares owned by EastGroup and the Purchaser which, when added to the number of Preferred Shares owned by EastGroup and the Purchaser immediately prior to the exercise of the option, would result in the Purchaser owning immediately after the exercise of the option 90% of the then outstanding Preferred Shares. The Purchaser may exercise the Contingent Options only if at the time of exercise, it (i) shall have accepted Common Shares or Preferred Shares, as appropriate, for payment pursuant to the Offer; and (ii) the Minimum Condition has been satisfied. 24
Sample 1

Examples of Applicable Common Share Amount in a sentence

  • The Company hereby grants to Sub an irrevocable option (the "Common Share Option") to purchase for a per share price equal to the per share Merger Consideration (the "Per Common Share Price") in cash a number of shares of Company Common Stock (the "Optioned Common Shares") equal to the Applicable Common Share Amount.

  • The Company hereby grants to ---------------------------- Purchaser an irrevocable option (the "Common Share Option") to purchase for a price of $8.50 per share (the "Per Common Share Price") in cash a number of Company Common Shares (the "Optioned Common Shares") equal to the Applicable Common Share Amount.

  • The "Applicable Common Share Amount" shall be the number of Company Common Shares which, when added to the number of Company Common Shares owned by Purchaser and Sub immediately prior to the exercise of the Common Share Option, would result in Purchaser owning immediately after the exercise of the Common Share Option 90% of the then outstanding Company Common Shares.

  • The "Applicable Common Share Amount" is the number of Common Shares which, when added to the number of Common Shares owned by EastGroup and the Purchaser immediately prior to the exercise of the option, would result in the Purchaser owning immediately after the exercise of the option 90% of the then outstanding Common Shares.

Related to Applicable Common Share Amount

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Interest Share Amount shall have the meaning set forth in Section 2(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)(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.

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

  • 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).

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Common Share means one share of the common stock of the Company.

  • 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.

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

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.

  • 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.

  • 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 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 Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.