Buyer Common Stock Value definition

Buyer Common Stock Value means the average of the reported high and low sale prices of Buyer’s common stock on the Nasdaq Stock Market on the Closing Date.

Buyer Common Stock Value means the average closing price for a share of Buyer Common Stock as quoted on the Nasdaq Global Market during the ten (10) Business Days prior to (but not including) the Closing Date.

Buyer Common Stock Value means $8.40 per share.

Examples of Buyer Common Stock Value in a sentence

• On or before December 31, 2010, the Buyer shall deliver an amount equal to eighty percent (80%) of the Projected Contingent Payment, which amount shall be payable 50% in cash and 50% by the delivery of shares of Buyer Common Stock (the number of shares to be determined based on the Buyer Common Stock Value), to each Seller in accordance with their respective Purchase Price Percentages by wire transfer of immediately available funds to the Designated Accounts.

• Notwithstanding any other provision of this Agreement, each Securityholder 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 Buyer Common Stock Value.

• Subject to Section 2.3, the Option Consideration shall be paid as follows: (a) 85% of the Option Consideration shall be paid in cash, and (b) 15% of the Option Consideration shall be paid by issuance of Buyer Common Stock based on a price per share equal to the Buyer Common Stock Value.

• Buyer shall have the option to pay the Deferred Consideration Amount to Seller in either (a) cash, (b) shares of Buyer Common Stock, 50% of which shall be valued at the Buyer Common Stock Value, and 50% of which shall be valued at the First Anniversary Buyer Common Stock Value, or (c) a combination of the consideration described in the foregoing clauses (a) and (b).

• In all cases in which Escrow Shares are released by the Escrow Agent in satisfaction of Claims made by the Buyer under this Section 8, such Escrow Shares shall be deemed to have a value equal to the Buyer Common Stock Value.

More Definitions of Buyer Common Stock Value

Buyer Common Stock Value means the average of the Market on Close (“MOC”) price of shares of Buyer Common Stock on the NYSE (or if shares of Buyer Common Stock are not listed on the NYSE, such other national securities exchange or national quotation system on which shares of Buyer Common Stock are listed) for the five trading days ending on the second trading day preceding any payment of the Contingent Payment. If, however, the MOC price of shares of Buyer Common Stock differs by more than 10% on the first trading day preceding any payment of the Contingent Payment from the MOC price of shares of Buyer Common Stock on the second trading day preceding any payment of the Contingent Payment, the period for determining the number of shares of Buyer Common Stock will be based upon the average of the five trading days ending on the first trading day preceding any payment of the Contingent Payment.

Buyer Common Stock Value means the average closing prices for a share of Buyer Common Stock on the NYSE Composite Transactions Tape (as reported by the Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) for the fifteen (15) trading days immediately preceding the Closing Date. The Buyer Common Stock Value shall be calculated to the nearest one-tenth of one (1) cent.

Buyer Common Stock Value means the value of the Buyer Common Stock, which amount is $7,000,000. “Buyer Indemnified Parties” has the meaning set forth in Section 7.3. “Buyer Material Adverse Effect” means any Effect that, individually or together with any other Effect, has had or would reasonably be expected to have a material adverse effect on the ability of the Buyer, taken as a whole, to consummate the transactions contemplated hereby. “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, as amended. “Cash” means the amount of unrestricted cash, cash equivalents, and marketable securities held in the Company’s United States bank accounts, minus the aggregate balance of all outstanding checks, drafts, or wire transfers written against such accounts. For the avoidance of doubt, “Cash” does not include any cash paid by or on behalf of the Buyer to the Company on the Closing Date. “Cash Indemnity Escrow Exchange” has the meaning set forth in Section 7.7(b). “Claim” shall mean any claim, action, litigation, audit, investigation, proceeding (arbitral, administrative, legal or otherwise, including any informal proceeding), suit, hearing, settlement, stipulation, investigation, charge, complaint, demand or similar matter. “Closing” has the meaning set forth in Section 1.4. “Closing Bonus Payment” means the amount set forth opposite the name of each bonus recipient whose name appears on Exhibit C. “Closing Cash” means Cash as of the Effective time. “Closing Date” has the meaning set forth in Section 1.4. “Closing Indebtedness” means Indebtedness of the Company as of the Effective Time. “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning set forth in the preface. “Company Employee” has the meaning set forth in Section 6.3. “Company Financial Statements” has the meaning set forth in Section 3.8(a).

Buyer Common Stock Value means the volume weighted average per share closing price of the Buyer’s Common Stock on the NYSE for the ten (10) consecutive trading days ending on the third trading day prior to the Closing Date; provided, however, (i) if such average closing price is greater than $115, the term ‘Buyer Common Stock Value’ shall mean $115, and (ii) if such average closing price is less than $95, the term ‘Buyer Common Stock Value’ shall mean $95. The Buyer Common Stock Value shall be calculated to the nearest one-hundredth of a cent.

Buyer Common Stock Value means $47.263 per share.

Buyer Common Stock Value means the volume weighted average per share closing price of the Buyer’s Common Stock on the NYSE for the ten (10) consecutive trading days ending on the third trading day prior to the Closing Date; provided, however, (i) if such average closing price is greater than $115, the term ‘Buyer Common Stock Value’ shall mean $115, and (ii) if such average closing price is less than $95, the term ‘Buyer Common Stock Value’ shall mean $95. The Buyer Common Stock Value shall be calculated to the nearest one-hundredth of a cent. “Buyer Material Adverse Effect” means any event, change, circumstance, occurrence, effect or state of facts that materially impairs, or prevents or materially delays, the ability of Buyer to consummate the transactions contemplated by this Agreement. “Change of Control Payments” means all change of control, bonus, termination, severance and other similar payments that are payable by the Transferred Companies to any Person as a result of or in connection with the Share Purchase or any of the other transactions contemplated by this 2 Agreement, together with any employer-paid portion of any employment and payroll Taxes related thereto, whether accrued, incurred or paid prior to, at or after the Effective Time, including payments under the X. X. Xxxx & Co. Phantom Share Plan, the Polk/Carfax Deferred Compensation Plan, the Carfax Deferred Compensation Plan, and the Stay Bonus Agreements; provided, however, that in no event shall any of the following be considered “Change of Control Payments”:

Buyer Common Stock Value means $23.226.