Buyer Stock Value definition

Buyer Stock Value means an amount per share of Buyer Stock equal to the arithmetic average of the day volume-weighted average (rounded to two decimal places) trading price per share of Buyer Stock for the 20 trading days ended on and including the trading day prior to the date of this Agreement, using trading prices reported on the NASDAQ Global Market.
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Buyer Stock Value means $20.77, provided that, if at any time during the period between the date of this Agreement and the Closing Time, any change in the outstanding shares of capital stock of Buyer shall occur as a result of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange or readjustment of shares or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date during such period, the Buyer Stock Value shall be equitably adjusted to provide the holders of Buyer Common Stock and Sellers the same economic effect as contemplated by this Agreement prior to that event.
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Buyer Stock Value per share means the numerical average of the volume weighted average prices on the NYSE for one (1) share of Buyer Stock for the ten (10) consecutive trading days immediately preceding the last trading day prior to the Closing Date as calculated pursuant to the heading “Bloomberg VWAP” on Bloomberg Page ASGN <Equity> VWAP (the “Closing VWAP”); provided, however, that if, during such ten (10) day period, Buyer pays a dividend in Buyer Stock, splits, combines into a smaller number of shares of Buyer Stock, or issues by reclassification any additional shares of Buyer Stock (a “Stock Event”), the Buyer Stock Value shall be appropriately adjusted to provide to the recipients of the Stock Consideration the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted shall, from and after the date of such event, be the Buyer Stock Value. Notwithstanding the foregoing, in no event will the Buyer Stock Value be more than $37.75 per share (e.g., if the calculation of the Buyer Stock Value would produce a value of $40.00, then the Buyer Stock Value will equal $37.75). The ceiling of $37.75 will be adjusted as necessary to reflect any Stock Event that occurs after the date hereof and prior to the Closing.
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Examples of Buyer Stock Value in a sentence

  • Solely for the purpose of this Section 2.12, it shall be assumed the entire Adjustment Escrow Amount and Indemnification Escrow Amount were fully paid to the Equity Holders as Merger Consideration in accordance with this Agreement and the Agreement Date Closing Price of Buyer Stock shall be used rather than the Buyer Stock Value for the purpose of the 40% COI Test calculation (such requirement, the “COI Requirement”).

  • To the extent the Buyer Indemnitees use the Stock Escrow Amount (but only after the Equity Holder Cash Escrow Amount is first used in its entirety), such stock shall be valued at the Buyer Stock Value.

  • In lieu of any such fractional shares, each holder of Company Shares who would otherwise have been entitled to a fraction of a Buyer Share upon surrender of Certificates for exchange pursuant to this Article II shall be paid cash upon such surrender in an amount equal to the product of such fraction multiplied by Buyer Stock Value (as defined in the Letter Agreement).

  • The aggregate amount of all Losses for which Seller will be liable pursuant to Section 7.02(a) will not exceed the total of (i) the Indemnity Holdback Amount and (ii) the Buyer Stock Value (the “Cap”).

  • Subject to Buyer’s right to elect to pay cash consideration pursuant to Section 1.7(b), at the Closing, Buyer shall issue and deliver to the Founders (pro rata in accordance with the Founder Allocation of such Founder) that number of shares of Buyer Stock with an aggregate Buyer Stock Value equal to $30 million (the “Stock Consideration”) pursuant to the Subscription Agreements.

  • Contingent Payments, if any, shall be paid 50% in cash (“Contingent Cash Consideration”) and 50% in Buyer Stock (“Contingent Stock Consideration”), except as otherwise contemplated herein, including Section 2.12 and Section 2.13, which Contingent Stock Consideration shall be at the applicable Contingent Buyer Stock Value.

  • The Merger Consideration shall consist of (x) an aggregate amount of cash equal to 0.60 multiplied by the amount of the Merger Consideration (the “Cash Consideration”) and (y) an aggregate number of shares of Buyer Stock equal to (i) 0.40 multiplied by the amount of the Merger Consideration, divided by (ii) the Buyer Stock Value (the “Stock Consideration”).


More Definitions of Buyer Stock Value

Buyer Stock Value means an amount per share of Buyer Stock equal to $22.20.
Sample 1
Buyer Stock Value means the volume-weighted average price for a share of Buyer Common Stock on the Exchange for the 60 consecutive trading days immediately preceding the date on which the execution of this Agreement is publicly announced, provided that, if at any time during the period between the date of this Agreement and the Closing Time, any change in the outstanding shares of capital stock of Buyer shall occur as a result of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange or readjustment of shares or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date during such period, the Buyer Stock Value shall be equitably adjusted to provide the holders of Buyer Common Stock and Sellers the same economic effect as contemplated by this Agreement prior to that event.
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Buyer Stock Value means $3.54.
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Buyer Stock Value shall equal the difference of (i) $505,000 minus (ii) the principal and interest amount of the EIDL outstanding as of the Closing Date. On the Closing Date and until the end of the Bulk Sales Holdback Period, Buyer shall retain and hold back $40,000 worth of Buyer Shares (rounded down to the nearest whole share, the “Stock Bulk Sales Holdback Amount”) from being transferred to the Stock Recipients at Closing, pursuant and subject to the provisions of Section 1.08. The Stock Recipients shall execute a joinder to this Agreement for the purposes of the representations and warranties set forth in Section 3.17 hereof.
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Related to Buyer Stock Value

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).