Closing Exchange Share Amount definition

Closing Exchange Share Amount means the number of Exchange Shares issuable to the Stockholders as finally determined pursuant to Section 2.6.
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Examples of Closing Exchange Share Amount in a sentence

  • Absent manifest error, such determination of the Accounting Firm shall be conclusive and binding upon the Parties for all purposes hereunder (including the determination of the Closing Exchange Share Amount and the Closing Sponsor Share Amount).

  • Pending the determination of the final Closing Exchange Share Amount, certificates representing the Exchange Shares shall be delivered by JAC to the Escrow Agent to be held pursuant to the Escrow Agreement.

  • The Proposed Closing Date Calculations shall be revised, if necessary, as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Closing Exchange Share Amount and the final Closing Sponsor Share Amount, for all purposes hereunder (including the determination of the Actual Adjustment).

Related to Closing Exchange Share Amount

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

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • 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.

  • 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.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • 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.

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

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • 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.

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

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • 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.

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

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

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).