Base Option Price definition

Base Option Price means $25,000,000 if the Option Closing Date occurs on or prior to April 3, 2011 and $28,000,000 if the Option Closing Date occurs subsequent to April 3, 2011.
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Base Option Price has the meaning given to it in Section 1.3 to this Agreement
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Base Option Price means $25,000,000 if the Option Closing Date occurs on or prior to the third anniversary of the date hereof and $28,000,000 if the Option Closing Date occurs subsequent to the third anniversary of the date hereof.
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Examples of Base Option Price in a sentence

  • Each Base Option Share covered by a Base Option shall have a Base Option Price of $100.00.

  • In the event Co-Investor does not timely provide an Objection Notice, Co-Investor shall be deemed to have agreed to Purchaser’s Determination, and the Base Option Price, as so adjusted, shall be the Option Price.

  • If the Company exercises the Option, the aggregate consideration to be paid by the Company (the “Option Purchase Price”) to the Stockholders for the Shares shall be equal to the sum of the Base Option Price plus the Cash Adjustment plus the Royalty Adjustment, and minus the Option Premium, the Tax Adjustment, the Funding Adjustment, the ED Loan Balance and any other outstanding liabilities of ED to the extent not otherwise taken into account in the calculation of the Option Purchase Price.

  • On the last day of the term of an Offer, all amounts deducted from the participant's pay during the term shall be aggregated, and the participant shall be deemed to have exercised his or her option to purchase, at the lower of the then applicable Base Option Price or the Alternative Option Price, that number of whole shares of Common Stock which may be purchased with such amount.

  • If the Company exercises the Option, the aggregate consideration to be paid by the Company (the “Option Purchase Price”) to the Stockholders for the Shares shall be equal to the sum of the Base Option Price plus the Cash Adjustment plus the Royalty Adjustment, and minus the Option Premium, the Tax Adjustment, the Funding Adjustment and any other outstanding liabilities of ED.

  • Upon delivery of Co-Investor’s executed signature page to this Option Exercise Agreement, Co-Investor’s executed signature page to the Post-Option LLC Agreement and the Base Option Price, the Co-Investor’s Pro Rata Percentage of the Option Units shall automatically transfer from the Purchaser to the Co-Investor, the Post-Option LLC Agreement shall become effective and the Co-Investor shall be admitted as a Member of TLG as of such date (the “Admission Date”).

  • Within five (5) Business Days of receipt of this Option Exercise Agreement executed by Co-Investor and receipt of the Base Option Price, Purchaser shall countersign this Option Exercise Agreement and shall cause the Post-Option LLC Agreement to be executed by Purchaser and delivered to the Co-Investor.

  • In the event of a declaration of a stock dividend, recapitalization, stock split-up, combination, or exchange, or other similar event that directly affects the Company’s capitalization or its Ordinary Shares, the number of Option Shares to be purchased hereunder shall be appropriately adjusted to become the number and type of securities for which the Option Shares were increased, converted, exchanged or otherwise modified, but the Base Option Price payable on exercise of the Option will remain unchanged.

  • Within five (5) Business Days of determination of the Option Price in accordance with Section 2 above, whether by agreement, deemed agreement, or determination of the Accounting Firm, if (i) the Base Option Price is less than the Option Price, Co-Investor shall deliver the amount of any deficiency to Purchaser, or (ii) if the Base Option Price exceeds the Option Price, Purchaser shall deliver the amount of any surplus to Co-Investor.

  • Within ten (10) Business Days of the Admission Date, Purchaser shall provide Co-Investor with information necessary for the adjustment of the Base Option Price by calculation of the Option Price in accordance with the Purchase Agreement, and Purchaser’s determination of the Option Price based upon such information (“Purchaser’s Determination”).


More Definitions of Base Option Price

Base Option Price means $100.00, the exercise price at which the Grantee may purchase a Base Option Share on exercise of a Vested Option granted hereunder, as provided in Section 2.2, subject to adjustment in accordance with the Equity Incentive Plan and this Agreement.
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Related to Base Option Price

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2024-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2024-1 Vehicle for which the related 2024-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2024-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Warrant Exercise Price means $0.01 per share.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • Purchase Option Notice As defined in Section 3.18(e).

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.11 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

  • Repurchase Option has the meaning set forth in Section 1.3(a) hereto.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Aggregate Option Exercise Price means an amount equal to the aggregate dollar amount of the exercise price on all Company Options outstanding immediately prior to the Effective Time.

  • Exercise Price Per Share ; hereinafter "Exercise Price" means the exercise price with respect to all Shares acquired pursuant to each exercise of the Option).

  • Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.

  • Option Price means the price at which a Share may be purchased by a Participant pursuant to an Option.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Grant Price means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.

  • Total Exercise Price shall have the meaning set forth in Section 4(a) hereof.

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Purchase Option As defined in Section 3.18(c).

  • Initial Warrant Exercise Date means __________, 1997.

  • Aggregate Exercise Price means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such time.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Adjustment Right means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

  • Termination Price As defined in Section 9.01.