Closing Common Share Price definition

Closing Common Share Price means an amount equal to the quotient (rounded to two decimal places) of: (a) the Closing Payment minus the sum of (i) the Fixed Escrow Amount, (ii) the Adjustment Escrow Amount and (iii) the Securityholders Representative Escrow Amount; divided by (b) the Fully Diluted Common Stock.
Sample 1
Closing Common Share Price means, without duplication, the quotient of (1) the amount equal to the sum of (a) the Enterprise Value, plus(b) Estimated Cash, plus (c) the Option Strike Prices for the Vested portion of all Options outstanding and unexercised immediately prior to the Effective Time, plus (d) the Estimated Tax Benefit Amount, minus (e) Estimated Closing Indebtedness, minus (f) Estimated Transaction Expenses, plus (g) the amount of the Estimated Net Working Capital Adjustment (which may be a positive or negative number), minus (h) the Escrow Amount, minus (i) the Stockholder Representative Reserve Fund, minus (j) the Estimated Tax Liability Amount (which may be a positive or negative number), divided by (2) the number of Fully Diluted Shares.
Sample 1
Closing Common Share Price has the meaning set forth in Section 3.1(a).
Sample 1

Examples of Closing Common Share Price in a sentence

  • The amounts of the Estimated Net Working Capital, Estimated Cash, Estimated Tax Liability Amount, Estimated Tax Benefit Amount, Estimated Closing Indebtedness and Estimated Transaction Expenses, as provided by the Company shall be used to determine the Closing Common Share Price.

  • At the Closing, the Parent shall pay, by wire transfer of immediately available funds (x) to the Paying Agent, for the benefit of each Stockholder, the product of (i) the Closing Common Share Price times (ii) the number of outstanding shares of Common Stock and (y) to the Company, for the benefit of each holder of a Vested Option and further distribution in accordance with Section 2.9, the aggregate amount payable to all holders of Vested Options calculated in accordance with Section 2.6(b)(i)(A).

  • The “Purchase Price Adjustment” will equal the number of Fully Diluted Shares immediately prior to the Closing times the difference of (i) the Final Common Share Price less (ii) the Closing Common Share Price.

  • If a Stockholder delivers his, her or its Equityholder Deliveries to the Paying Agent at least two (2) Business Days prior to Closing, then the Paying Agent shall pay and deliver, at the Closing, to such Stockholder the Closing Common Share Price to which such Stockholder is entitled under Section 2.6, as set forth on the Merger Consideration Allocation Schedule.

  • If a Stockholder delivers his, her or its Equityholder Deliveries to the Paying Agent later than two (2) Business Days prior to the Closing, then, within five (5) Business Days after such delivery, the Paying Agent shall pay and deliver to such Stockholder the Closing Common Share Price to which such Stockholder is entitled under Section 2.6, as set forth on the Merger Consideration Allocation Schedule.


More Definitions of Closing Common Share Price

Closing Common Share Price means the quotient determined by -------------------------- dividing the Closing BC Merger Consideration by the Aggregate Common Share Number.
Sample 1
Closing Common Share Price means, with respect to each Common Share, an amount equal to the quotient of (x) the Aggregate Closing Common Shareholder Payment, plus the SARs Aggregate Base Value, divided by (y) the Fully Diluted Common Shares.
Sample 1
Closing Common Share Price means, without duplication, the quotient of (1) the amount equal to the sum of (a) the Enterprise Value, plus (b) Estimated Cash, plus (c) the Option Strike Prices for the Vested portion of all Options outstanding and unexercised immediately prior to the Effective Time, plus (d) the Estimated Tax Benefit Amount, minus (e) Estimated Closing Indebtedness, minus (f) Estimated Transaction Expenses, plus (g) the amount of the Estimated Net Working Capital Adjustment (which may be a positive or negative number), minus (h) the Escrow Amount, minus (i) the Stockholder Representative Reserve Fund, minus (j) the Estimated Tax Liability Amount (which may be a positive or negative number), divided by (2) the number of Fully Diluted Shares.
Sample 1

Related to Closing Common Share Price

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • 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 2.02

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (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 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.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Closing Market Price means the price at which the company’s security was last sold, on the applicable date,

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Share Price means any price of the Share as published by the Exchange.

  • 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).