Closing Date FMV definition

Closing Date FMV means the average closing price of a share of THK Common Stock on the principal market on which the shares are then traded for the ten (10) consecutive trading days prior to the Closing Date.
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Closing Date FMV means the average closing price of a share of THK Common Stock on the principal market on which the shares are then traded for the five trading days prior to the Closing Date.
Sample 1Sample 2
Closing Date FMV means (i) in the event a Change in Control is effected by a cash purchase of Common Stock, the price per share paid by the acquirer; (ii) in the event a Change in Control is effected with consideration other than cash or involving the sale of Company assets, the per share value to the target shareholders of the transaction as determined by an investment banking firm selected by the Company; provided, however, that for purposes of calculating an Incentive Compensation Payment with respect to a Payment Event for a Participant who is no longer an employee or member of the Board on the date of such Payment Event, Closing Date FMV shall be the lesser of (A) the amount determined in clauses (i) or (ii) above, or (B) the average closing market price of the Common Stock on the Nasdaq Stock Market for the ten trading days ending on the trading day prior to the date of departure of the withdrawn Participant.
Sample 1

Examples of Closing Date FMV in a sentence

  • Such amounts shall be payable at Closing, one-half in cash (the “Cash Consideration”), and one-half in shares of THK Common Stock, such stock to be valued at the Closing Date FMV (the “Stock Consideration”).

  • The Stock Portion (plus the Additional Stock Portion, if applicable) based on the Closing Date FMV must equal or exceed 40% of the Merger Consideration delivered at the Effective Time.

  • Pursuant to Section 5.2(o), S&W will have the right but not the obligation to cure any deficiency whereby the Stock Portion, with the Additional Stock Portion, based on the Closing Date FMV does not equal or exceed 40% of the Merger Consideration delivered at the Effective Time.


More Definitions of Closing Date FMV

Closing Date FMV means the Fair Market Value of a given Option Vessel on the applicable Closing Date.
Sample 1
Closing Date FMV means $2.18.
Sample 1

Related to Closing Date FMV

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Term Loans as defined in Section 2.1.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Second Closing Date means the date of the Second Closing.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.