Closing Common Share Price definition

Closing Common Share Price means an amount equal to the quotient (rounded to the tenth decimal place) of: (i) an amount equal to (A) the Purchase Price (determined for purposes of the Closing as provided in Section 1.5), minus (B) the Escrow Amount, and plus (C) the sum of the aggregate exercise prices of all Options outstanding immediately prior the Closing, divided by (ii) 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 1.4(b).
Sample 1

Examples of Closing Common Share Price in a sentence

  • Upon delivery of a duly completed and validly executed Surrender Agreement to the Company and Parent, the applicable RSU Holder executing such Surrender Agreement shall be entitled to receive the Closing Common Share Price (less the applicable Tax withholdings pursuant to Section 4.1(d)), at the Closing in exchange for such RSU Holders’ Company Restricted Share Units and such Company Restricted Share Units shall forthwith be cancelled.

  • Closing Acquiror Common Shares will be the number of shares of Acquiror Common Stock determined by dividing $2.5 million by 97.5% of the average closing price per share of Acquiror Common Stock over the 15 consecutive trading days immediately prior to the date of execution of this Merger Agreement (the "Closing Common Share Price").

  • 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.

  • 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.

  • Solely for purposes of determining the Closing Common Share Price payable at the Closing, the Purchase Price shall be increased in respect of Estimated Cash as provided in Section 1.5(a) and increased or decreased in respect of Estimated Net Working Capital as provided in Section 1.5(b).

  • As of the Effective Time, each SAR that is then outstanding shall be cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Common Shares subject to the vested SAR, multiplied by (ii) the excess of (x) the Closing Common Share Price over (y) the SAR Base Value, which amount shall be paid in accordance with Section 2.9(b) (the “SARs Cash-Out Amount”).

  • At least -------------------------------------------------- two business days prior to the Closing Date, the Company shall deliver to Buyer its good faith calculation of the Closing Common Share Price as of the Closing Date.


More Definitions of Closing Common Share Price

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 the quotient determined by -------------------------- dividing the Closing BC Merger Consideration by the Aggregate Common Share Number.
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

  • 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.

  • 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 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.

  • 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.

  • 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 3.2(a)(ii).

  • 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.

  • 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.

  • 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, 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.

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

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • 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 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 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.