Average Buyer Stock Price means the average of the closing sale prices of Buyer Common Stock as reported on the Nasdaq Global Select Market during the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the Determination Date; provided, however, that in the event Buyer Common Stock does not trade on any one or more of the trading days during the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the Determination Date, any such date shall be disregarded in computing the average closing sales price and the average shall be based upon the closing sales prices and number of days on which Buyer Common Stock actually traded during the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the Determination Date.
Average Buyer Stock Price means the average of the last reported sales prices (as of the end of regular trading at 4:00 p.m., Eastern Time) of the Buyer Common Stock on The NASDAQ Stock Market LLC, as reported by The NASDAQ Stock Market LLC, for the 20 consecutive trading days ending on the third trading day prior to the Effective Time. Except as set forth in Section 2.1(b), as a result of the Merger, each holder of a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Shares (“Certificates”) and each holder of Company Shares outstanding immediately prior to the Effective Time that are not represented by Certificates (“Book-Entry Company Shares”), in each case including each holder of Rights, shall thereafter cease to have any rights with respect to such Company Shares or such Rights except (x) the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section 2.2(c) and cash in lieu of any fractional shares payable pursuant to Section 2.2(e), in each case to be issued or paid, without interest, in consideration therefor upon surrender of such Certificate or transfer of the Book-Entry Company Shares in accordance with Section 2.2(b) (or in the case of a lost, stolen or destroyed Certificate, Section 2.2(j)) or (y) as provided by law. For purposes of this Agreement, “Make-Whole Payment” means (1) if, but for the proviso to the first sentence of this Section 2.1(c), the Exchange Ratio would be greater than the Maximum Exchange Ratio, an amount that is equal to the positive difference between the Target Stock Value and the product of (X) the Average Buyer Stock Price multiplied by (Y) the Exchange Ratio (such difference, the “Stock Value Shortfall”) and (2) in all other cases, $0.00; provided, however, notwithstanding the foregoing, the Make-Whole Payment shall not exceed $0.400 unless otherwise agreed to by the Buyer in writing.
Average Buyer Stock Price means the average of the closing sale prices of Buyer Common Stock as reported on the Nasdaq Global Select Market during the 20 consecutive full trading days ending at the closing of trading on the Determination Date; provided, however, that in the event Buyer Common Stock does not trade on any one or more of the trading days during the 20 consecutive full trading days ending at the closing of trading on the Determination Date, any such date shall be disregarded in computing the average closing sales price and the average shall be based upon the closing sales prices and number of days on which Buyer Common Stock actually traded during the 20 consecutive full trading days ending at the closing of trading on the Determination Date.
Examples of Average Buyer Stock Price in a sentence
Notwithstanding any other provision of this Agreement, each holder of shares of ASBB Common Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock (after taking into account all Certificates delivered by such holder), shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by the Average Buyer Stock Price.
Notwithstanding any other provision of this Agreement, each holder of shares of GSB Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock (after taking into account all Certificates delivered by such holder), shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by the Average Buyer Stock Price.
The Average Buyer Stock Price shall be equal to or greater than $22.704 (the “Minimum Average Buyer Stock Price”) or the Buyer shall have agreed in writing that the Make-Whole Payment shall be equal to the Stock Value Shortfall (notwithstanding the proviso in the definition of “Make-Whole Payment”).
Notwithstanding any other provision of this Agreement, each holder of shares of CBG Common Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock (after taking into account all Certificates delivered by such holder), shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by the Average Buyer Stock Price.
For the purposes of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of the Escrow Fund pursuant to this Section 7.2(e), the shares of Buyer Common Stock shall be valued on a per share basis at the Average Buyer Stock Price.
More Definitions of Average Buyer Stock Price
Average Buyer Stock Price means the average closing price of Buyer Stock traded on the Nasdaq Capital Market, or on any other national securities exchange on which the shares of Buyer’s common stock are then traded, for the ten (10) trading days ending on the first (1st) trading day immediately preceding the date hereof.
Average Buyer Stock Price means the average of the closing sales prices of the Buyer Common Stock on the NYSE for the twenty (20) consecutive trading days ending with the third trading day immediately preceding the Closing Time. "BLUE SKY LAWS" means U.S. state security laws.
Average Buyer Stock Price has the meaning set forth in Section 2.8(d)(i)(B).
Average Buyer Stock Price means the average of the daily high and low sales prices, regular way, of one share of Buyer Common Stock (rounded to the nearest thousandth) on the New York Stock Exchange ("NYSE") (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) during the 20 consecutive trading day period ending on the second trading day prior to the Effective Time; provided, however, that (i) subject to Section 8.3(b), if the Average Buyer Stock Price is less than $67.00, the Average Buyer Stock Price for purposes of determining the Exchange Ratio shall be equal to $67.00 (the "Minimum Average Buyer Stock Price"), and (ii) subject to Section 8.4(b), if the Average Buyer Stock Price is greater than $107.00, the Average Buyer Stock Price for purposes of determining the Exchange Ratio shall be equal to $107.00 (the "Maximum Average Buyer Stock Price"). If between the date of this Agreement and the Effective Time Buyer changes (or establishes a record date for changing) the outstanding shares of Buyer Common Stock into a different number of shares or a different class of shares as a result of any stock dividend, subdivision, reclassification, recapitalization, split (including a reverse split), combination, exchange of shares or extraordinary dividend (in cash or otherwise), or any similar event, then the Average Buyer Stock Price, the Minimum Average Buyer Stock Price and the Maximum Average Buyer Stock Price shall be appropriately adjusted to the extent necessary to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, extraordinary dividend or such similar event. All such shares of Buyer Common Stock issued pursuant to this Section 2.4(c), together with any cash in lieu of fractional shares of Buyer Common Stock to be paid pursuant to Section 2.5(e), are collectively referred to herein as the "Merger Consideration."
Average Buyer Stock Price means the average of the closing sales prices of the Buyer Common Stock on the NYSE for the twenty (20) consecutive trading days ending with the third trading day immediately preceding the Closing Time.
Average Buyer Stock Price means the average of the closing prices of the Buyer Class A Stock on the NYSE, for each trading day in the 10-consecutive trading day period referred to below on which the Buyer Class A Stock is listed on the NYSE, or The Nasdaq National Market, for each trading day in the 10-consecutive trading day period referred to below on which the Buyer Class A Stock is not listed on the NYSE but is listed on The Nasdaq National Market, in each case as reported in The Wall Street Journal, for the 10 consecutive trading days immediately preceding the second trading day prior to the date of the payment.
Average Buyer Stock Price means the volume weighted average of the trading prices of shares of Buyer Common Stock on the New York Stock Exchange (the “NYSE”) (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) during the twenty (20) consecutive Trading Days ending on (and including) the Trading Day that is five (5) Trading Days prior to the Closing Date; provided that if, from the beginning of the twenty-fifth (25th) Trading Day prior to the Closing until the Closing Date, there shall occur any change, or the record date for any change, in the outstanding shares of Buyer Common Stock as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, in each case other than pursuant to the terms of any equity-based compensation or incentive plan sponsored by Buyer that is in effect and included or incorporated by reference in the Buyer SEC Documents prior to the date that is twenty-six (26) Trading Days prior to the Closing Date, the Average Buyer Stock Price shall be equitably adjusted to reflect such change.