Applicable Price Per Share definition

Applicable Price Per Share means, (a) at the Public Offering Time, the Public Offering Price and (b) at the time of any other Realization Event, a fraction, (i) the numerator of which is the excess, if any, of the aggregate value of all Common Stock of the Corporation less the aggregate Class L Conversion Amount with respect to all shares of Class L Common Stock outstanding and (ii) the denominator of which is the aggregate number of shares of Class A Common Stock and Class L Common Stock (assuming each share of Class L Common Stock had been converted into a number of shares of Class A Common Stock equal to the Class L Conversion Constant). For the purpose of clause (b)(i) above, (x) if all of the Common Stock of the Corporation is being Transferred in the subject Realization Event, the aggregate value of all Common Stock of the Corporation shall be the consideration to be paid in respect of Common Stock in such Realization Event, after deducting all commissions, fees and expenses paid in connection with such Realization Event and (y) if less than all of the Common Stock of the Corporation is being Transferred in the subject Realization Event, the aggregate value of all Common Stock of the Corporation shall be the consideration to be paid in respect of Common Stock in such Realization Event, after deducting all commissions, fees and expenses paid in connection with such Realization Event, with a proportionate adjustment as determined by the Board of Directors in good faith.

Applicable Price Per Share means, at any time and with respect to any share of Class A Common Stock, (a) if such determination is being made in connection with a Realization Event, the amount which would be paid as a Distribution on such share were the Corporation to be liquidated in accordance with Article 4.4.3 hereof with total Distributions being made to all Equity Securities of the Corporation equal to the Total Equity Value, determined as of such time, and (b) at all other times, the Market Price as of such time.

Applicable Price Per Share means an amount equal to the lesser of (i) the product of (x) eighty percent (80%) and (y) the price per share at which equity securities are issued by the Company in the Qualified Equity Financing, and (ii) the Maximum Conversion Price;

Examples of Applicable Price Per Share in a sentence

• If the number of Shares to be issued under this Agreement is reduced as a result of the provisions of this Section 2.6, at the applicable Closing, the Purchaser shall (i) make a cash payment to the Company in an amount equal to the Excluded Shares multiplied by the Applicable Price Per Share and (ii) purchase the applicable Reduced Shares for a price equal to the Reduced Shares multiplied by the Applicable Price Per Share.

• Subject to Section 2.4, each of the CFHC Options not previously exercised shall be cashed out by CFHC prior to the Effective Time of the Holding Company Merger by a cash payment to the holder of the CFHC Option in an amount equal to the excess, if any, between (a) the Applicable Price Per Share and (b) the exercise price of the CFHC Option and CFHC shall terminate the CFHC Stock Option Plan, effective at the Effective Time of the Holding Company Merger.

• The number of Buyer Shares issuable to the Seller at the Closing shall be decreased by the amount of any outstanding indebtedness of the Company existing as of the Closing Date by reducing the number of Buyer Shares by a number equal to the quotient obtained by dividing the dollar amount of such indebtedness by the Applicable Price Per Share and the indebtedness shall remain the obligation of the Company and thereby assumed by the Buyer.

• The Applicable Exchange Ratio, Applicable Price Per Share, Applicable TI Stock Amount and the Final TI Stock Price shall be calculated by TI prior to the Effective Time of the Holding Company Merger and shall be set forth in a certificate (the "Cash and Stock Certificate") executed by the Chief Financial Officer of TI and furnished to CFHC at least three business days prior to the Effective Time of the Holding Company Merger showing the manner of calculation in reasonable detail.

• The remaining holders of Cash Electee Blocks not so selected will receive the Applicable Price Per Share in cash.

More Definitions of Applicable Price Per Share

Applicable Price Per Share means the Acquisition Right Price or the Initial Closing Price Per Share, as applicable.

Applicable Price Per Share means the Acquisition Right Price or the Initial Closing Price Per Share, as applicable. “Business Day” shall mean any day except Saturday, Sunday and any day on which banking institutions in New York, New

Applicable Price Per Share means the average daily closing price for the CoStar Shares for the 10 trading days ending as of the day that is two Business Days prior to the Closing Date (in the event of any share split or subdivision, or any combination or reclassification, that is effected during that 10-day period, the trading prices used for the 10-day period shall be equitably adjusted to take into account the effect of such event).

Applicable Price Per Share means the quotient obtained by dividing $40,730,000 by the number of Purchaser Ordinary Shares outstanding at the effective time of the Merger on a fully-diluted basis (assuming the conversion, exercise or exchange of all Purchaser Convertible Securities outstanding immediately after the effective time of the Merger). Purchaser shall undertake to prepare and deliver to the Sellers as soon as practicable following the Closing, financial statements of Purchaser for the period ending on the Closing Date (“Closing Purchaser Financial Statements”), which shall have been reviewed by Purchaser’s auditor or such third party as Purchaser and the Sellers may mutually agree.

Applicable Price Per Share. 2 1.8 "Applicable TI Stock Amount" 2 1.9 "Bank Merger" 2 1.10 "Base Stock Amount" 3 1.11 "Cal/Fin Development" 3 1.12 "Cash and Stock Certificate" 3 1.13 "Certificate of Merger" 3 1.14 "CFHC Conflicts and Consents List" 3 1.15 "CFHC Contract List" 3 1.16 "CFHC Derivatives List" has the meaning set forth in Section 4.31. 3 1.17 "CFHC Dividend Reinvestment Plan" 3 1.18 "CFHC Employee Plan List" 3 1.19 "CFHC Environmental Compliance List" 3 1.20 "CFHC Filings" 3 1.21 "CFHC Indemnification List" 3 1.22 "CFHC Insurance List" 3 1.23 "CFHC Investment Securities List" 3 1.24 "CFHC Intellectual Property List" 3 1.25 "CFHC List" 3 1.26 "CFHC Litigation List" 4 1.27 "CFHC Loan List" 4 1.28 "CFHC Material Adverse Effect List" 4

Applicable Price Per Share means (x) $30.00, if the Final TI Stock Price is $40.00 or more, or, if the Final TI Stock Price is less than $40.00 but TI elects the Top Up Option or (y) the Adjusted Price Per Share if the Final TI Stock Price is less than $40.00, TI does not elect the Top Up Option and CFHC does not terminate this Agreement pursuant to Section 13.1(h) hereof.

Applicable Price Per Share means either (i) with respect to any Next Equity Securities purchasable under this Warrant, the price per share at which the majority of shares of Next Equity Securities issued in the Next Equity Financing are sold for cash, or (ii) with respect to any of the Company’s Series A Preferred Stock purchasable under this Warrant, $1.0635. Any fractional shares resulting from such calculation shall be treated in the manner set forth in Section 13 below.