Average Parent Common Stock Price means the average of the closing price per share of Parent Common Stock on the New York Stock Exchange, Inc. (the "NYSE") at the end of the regular session as reported on the Consolidated Tape, Network A for the fifteen consecutive trading days ending on the fifth trading day immediately preceding the Effective Time.
Average Parent Common Stock Price means the volume weighted average price per share (as published by Bloomberg L.P.) rounded to four decimals, of the Parent Common Stock on NASDAQ, for the period of twenty (20) consecutive trading days ending on the second full trading day prior to the receipt of the last of the Requisite Regulatory Approvals (excluding any statutory waiting periods) necessary to satisfy the condition set forth in Section 7.1(c).
Average Parent Common Stock Price means the average of the Daily Per Share Prices for the ten (10) consecutive trading days beginning on the twelfth (12th) trading day prior to the Closing.
Examples of Average Parent Common Stock Price in a sentence
The limitations that are set forth in Sections 9.2(d) and 9.2(e) shall not apply in the case of fraud or intentional misrepresentation; provided, however, that in no event shall any Indemnitor's liability exceed the amount equal to the result of the multiplication of the Average Parent Common Stock Price by the number of shares of Parent Common Stock received by such Indemnitor in the Merger.
For the avoidance of doubt, the Average Parent Common Stock Price ending on the date of the execution of this Agreement is $2.94.
In satisfying the Stock Delivery Obligation, the amount of Damages, for any claim, shall be divided by the Average Parent Common Stock Price and the resulting number shall be the number of shares of Parent Common Stock to be delivered by the Indemnitors.
Such amount shall include, and shall not be in addition to, the value of the Escrow Shares (based on the Average Parent Common Stock Price).
The Parties agree that (i) any reduction in the Holdback Amount otherwise payable to Sellers shall be applied against the Cash Holdback and the Shares Holdback on a pro rata basis and (ii) the value of each share of Parent Common Stock constituting a portion of the Shares Holdback shall, for all purposes, be equal to the Average Parent Common Stock Price.
More Definitions of Average Parent Common Stock Price
Average Parent Common Stock Price means the average closing sales price of Parent Common Stock as traded on the Nasdaq National Market and reported by The Wall Street Journal (or, if not reported therein, any other authoritative source), for the twenty (20) consecutive market trading days prior to the Closing Date.
Average Parent Common Stock Price means the average of the Daily Per Share Prices for the ten (10) consecutive trading days beginning on the twelfth (12th) trading day prior to the date one year after the Closing.
Average Parent Common Stock Price and such quotient, the “Exchange Ratio”) or (z) a combination of cash and a fraction of a share of Parent Common Stock, determined as provided above, together equaling $1.50 (the form of consideration elected by Parent, the “Election Merger Consideration”), plus (ii) $13.50 in cash (the “Cash Merger Consideration”), upon surrender of the Certificate (as defined in Section 2.2(b)) which immediately prior to the Effective Time represented such share of Xxxxxx Common Stock, in the manner provided in Section 2.2(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 2.2(h)). The Election Merger Consideration and Cash Merger Consideration to be issued or paid to holders of Xxxxxx Common Stock pursuant to this Agreement, together with any cash in lieu of fractional shares pursuant to Section 2.1(e), are referred to as the “Merger Consideration.” As a result of the Merger, at the Effective Time, each holder of a Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of the shares of Xxxxxx Common Stock represented by such Certificate immediately prior to the Effective Time, and any dividends or other distributions payable pursuant to Section 2.2(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of such Certificate in accordance with Section 2.2(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 2.2(h)).
Average Parent Common Stock Price means $4.00 per share (based on the average of the closing prices of Parent Common Stock on the Nasdaq National Market as reported in the Wall Street Journal for the twenty (20) Trading Days ending on June 11, 2001).
Average Parent Common Stock Price means the Daily Volume Weighted Average Price of Parent Common Stock for the Random Trading Days. "Random Trading Days" means the ten (10) trading days selected by lot out of the twenty (20) trading days ending on and including the second trading day preceding the Effective Time. The Random Trading Days shall be selected by lot by designated representatives of Parent and the Company at 5:00 p.m. Boston time on the second trading day preceding the Effective Time. "Daily Volume Weighted Average Price" shall mean the daily volume weighted average price based on trading between 9:30 a.m. and 4:00 p.m. Eastern Time as reported by Bloomberg Financial L.P. For purposes of this Agreement, if after the date of this Agreement and on or prior to the Closing Date the outstanding shares of Parent Common Stock or Company Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares or any dividend within such period, or any similar event shall occur, the Exchange Ratio shall be adjusted accordingly to provide to the shareholders of the Company the same economic effect as contemplated by this Agreement absent such reclassification, recapitalization, stock split, reverse stock split, combinations, exchange, dividend or similar event.
Average Parent Common Stock Price means $20.00, and (y) if the Average Parent Common Stock Price shall be equal to or greater than $27.00, then “Average Parent Common Stock Price” shall mean $27.00.
Average Parent Common Stock Price means the volume weighted average trading price of Parent Common Stock for ten randomly selected trading days out of the twenty (20) consecutive trading days ending with the last trading day prior to the Closing Date. The "Base Stock Price" shall be equal to $47.875, subject to the following "Base Adjustments": (i) if, after the date of this Agreement and on or prior to the Closing Date the outstanding shares of Parent Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any dividend payable in Parent Common Stock shall be declared thereon with a record date within such period, or any similar event shall occur, the Base Stock Price shall be adjusted accordingly to provide to the shareholders of the Company the same economic effect as contemplated by this Agreement absent such reclassification, recapitalization, stock split, reverse stock split, combination, exchange, dividend or similar event; and (ii) if, after the date of this