Average Per Share Price means (x) in the case of a Performance Measurement Date that occurs on the Non-COC Measurement Date, the average closing per share price of Common Stock during the sixty-day period prior to the Non-COC Measurement Date and (y) in the case of a Performance Measurement Date that occurs as result of a Change of Control, the sum of (1) the price per share of Common Stock paid by an acquiror in connection with such Change of Control, or if the consideration is in a form other than cash, the average per share closing price of the Common Stock over the five day period prior to the consummation of the Change of Control, plus, (2) (A) the aggregate amount of any management or transaction-related fees (excluding expense reimbursements) paid to TowerBrook (as defined herein) or Ascension (as defined herein) in connection with such Change of Control (other than any transaction-related payment made to Ascension with respect to any customer agreement with the Company or any of its subsidiaries), divided by (B) the number of shares of Common Stock outstanding as of the date of such Change of Control (on a fully-diluted basis and assuming the vesting of all outstanding equity awards as of the date of such Change of Control). If the actual Average Per Share Price is at least $4.00 and between the applicable levels set forth in Section 2(b), then the percentage at which the Performance-Based Condition is satisfied shall be determined on a pro-rata basis using straight-line interpolation, provided that, notwithstanding the foregoing, in the event the Average Per Share Price in connection with a Change of Control is between the threshold and target vesting levels indicated in Section 2(b), the percentage for which the Performance- Based Condition is satisfied will be 100%; provided, further, that the maximum number of Granted PBRSUs that satisfy the Performance-Based Condition shall not exceed the Maximum Shares. For the sake of clarity and avoidance of doubt, no Granted PBRSUs shall become vested if, as of the applicable Performance Measurement Date, the actual Average Per Share Price is less than the threshold level of performance.
Average Per Share Price means the volume-weighted average sales price per share taken to four decimal places of Buyer Common Stock for the five trading days beginning on the sixth trading day immediately preceding the Closing Date and concluding on the trading day immediately preceding the Closing Date, with each trading day measured from 9:30 a.m. New York time until 4:00 p.m. New York time, as published by Bloomberg L.P. under its AQR function.
Average Per Share Price means the average over the most recent period of 10 trading days of the higher of the closing or bid price per share for the Pledged Shares on a national securities exchange or on NASDAQ.
Examples of Average Per Share Price in a sentence
To the extent any Additional Buyer Sale Per Share Price payable in respect of any Shares, but not paid on or before the payment due date of the Additional Average Per Share Price, would have constituted an offset (but not below zero) of the Additional Average Per Share Price, had such Additional Buyer Sale Per Share Price been paid on or before such payment due date, it need not thereafter be paid pursuant to Section 2.04(a), but only to such extent.
Unless otherwise provided by this Agreement, any offset against the Parent Common Stock pursuant to this Section 9.9 shall value the Parent Common Stock at its Average Per Share Price as of the date of such offset.
The Additional Average Per Share Price shall be paid by Buyer to the Stockholders within 15 Business Days after the later to occur of (i) the date that is the first anniversary of the Closing Date and (ii) the Representation Date.
For purposes of determining the aggregate number of shares of Parent Common Stock to be issued as the stock portion of the Call/Put Consideration (the “Call/Put Shares”), such number of Call/Put Shares shall be equal to (x) the dollar amount of such Call/Put Consideration to be paid in shares of Parent Common Stock divided by (y) the Call/Put Average Per Share Price.
For purposes of this Section 2.2 only, the “Average Per Share Price” means the average of the closing prices per share of the Common Stock as reported on the Over-the-Counter Bulletin Board (“OTC”) during the fifteen (15) trading days preceding the Closing Date, provided, however, that in no event shall the Average Per Share Price be less than Fifteen Cents ($0.15) or more than Twenty Five Cents ($0.25).
More Definitions of Average Per Share Price
Average Per Share Price means the volume-weighted average closing price per share of Parent Common Stock as reported on any national securities exchange or the over-the-counter-bulletin board for the thirty (30) consecutive trading-day period ending on the second (2nd) trading day immediately preceding measurement (rounded down to the nearest whole share in each case), or if shares of Parent Common Stock are not listed on any national securities exchange or traded on the over-the-counter-bulletin board, the price per share of Parent Common Stock as determined in good faith by the board of directors of Parent.
Average Per Share Price for any Selling Holder means the greater of (i) the Minimum Price or (ii) the aggregate amount of proceeds payable to such Selling Holder as consideration for his or her Parent Shares in the Sale Transaction divided by the aggregate number of Parent Shares that such Selling Holder sold in the Sale Transaction.
Average Per Share Price means the average of the closing prices per share of the Common Stock as reported on the Over-the-Counter Bulletin Board (“OTC”) during the fifteen (15) trading days preceding the Closing Date, provided, however, that in no event shall the Average Per Share Price be less than Fifteen Cents ($0.15) or more than Twenty Five Cents ($0.25).
Average Per Share Price means the average of the closing prices per share of the Common Stock as reported on the OTC during the ten (10) trading days preceding the final date of the applicable EBITDA Earn-Out Period, provided, however, that the applicable Average Per Share Price shall be subject to the following limitations:
Average Per Share Price means (a) for purposes of Article 1, Exhibit M and the definitions for “Aggregate Closing Date Stock Consideration” and “Escrow Amount”, $0.503 per share of Parent Common Stock, subject to adjustment for stock splits and dividends, and (b) for the purposes of Sections 5.5 and 5.6, the average closing price per share of Parent Common Stock as reported on the over-the-counter-bulletin board (or, if listed on the date of such measurement, a national securities exchange) for the ten (10) consecutive trading-day period ending on the second (2nd) trading day immediately preceding measurement (rounded down to the nearest tenth of a cent).
Average Per Share Price shall have the meaning in this Section 1.1.
Average Per Share Price means (x) in the case of a Performance Measurement Date that occurs on the Non-COC Measurement Date, the average closing per share price of Common Stock during the sixty-day period prior to the Non-COC Measurement Date and (y) in the case of a Performance Measurement Dare that occurs as result of a Change of Control, the sum of (1) the price per share of Common Stock paid by an acquiror in connection with such Change of Control, or if the consideration is in a form other than cash, the average per share closing price of the Common Stock over the five day period prior to the consummation of the Change of Control, plus , (2) (A) the aggregate amount of any management or transaction-related fees (excluding expense reimbursements) paid to TowerBrook (as defined herein) or Ascension (as defined herein) in connection with such Change of Control (other than any transaction-related payment made to Ascension with respect to any customer agreement with the Company or any of its subsidiaries), divided by (B) the number of shares of Common Stock outstanding as of the date of such Change of Control (on a fully-diluted basis and assuming the vesting of all outstanding equity awards as of the date of such Change of Control). If the actual Average Per Share Price is at least $4.00 and between the applicable levels set forth in Section 2(b) , then the percentage at which the Performance-Based Condition is satisfied shall be determined on a pro-rata basis using straight-line interpolation, provided that, notwithstanding the foregoing, in the event the Average Per Share Price in connection with a Change of Control is between the threshold and target vesting levels indicated in Section 2(b) , the percentage for which the Performance-Based Condition is satisfied will be 100%; provided , further , that the maximum number of Granted PBRSUs that satisfy the Performance-Based Condition shall not exceed the Maximum Shares. For the sake of clarity and avoidance of doubt, no Granted PBRSUs shall become vested if, as of the applicable Measurement Date, the actual Average Per Share Price is less than the threshold level of performance.