Common Per Share Stock Amount definition

Common Per Share Stock Amount means the number of shares of Parent Stock equal to the quotient of (a) the Net Parent Shares, divided by (b) the aggregate number of shares of Company Common Stock, Company Series G Preferred Stock, Company Series J Preferred Stock and Company Series K Preferred Stock outstanding immediately prior to the Effective Time owned by Accredited Investors or Designated Nonaccredited Investors.
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Common Per Share Stock Amount means an amount equal to (a) the Common Proportion multiplied by the Stock Consideration, divided by (b) the Fully-Diluted Common Stock, as set forth in the Closing Capitalization Schedule.
Sample 1
Common Per Share Stock Amount means (a) the Stock Consideration divided by (b) (1) the Outstanding Common Shares plus (2) the number of Eligible Options held by Accredited Optionholders plus (3) the RSU Shares; provided that any portion of the Stock Consideration that is not payable to the holders of Eligible Options who are Accredited Optionholders as a result of the exercise price applicable to such Eligible Options shall be reallocated to the holders of Outstanding Common Shares.
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Examples of Common Per Share Stock Amount in a sentence

  • Notwithstanding anything to the contrary in this Agreement, in the event that Parent reasonably believes that one or more Stockholders are not Accredited Stockholders (any such Stockholder, an “Unaccredited Stockholder”), Parent may elect to pay the Common Per Share Stock Amount with respect to such Unaccredited Stockholder solely in cash to such Unaccredited Stockholder.

  • Subject to Section 2.10, Section 2.11, Section 2.12 and Section 3.2 and Article 10, each share of Common Stock issued and outstanding immediately prior to the Effective Time, shall be canceled, extinguished and automatically converted into the right to receive the Common Per Share Cash Amount and the Common Per Share Stock Amount.

Related to Common Per Share Stock Amount

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

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

  • 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.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • 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.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

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

  • Class A Common Shares means the Class A common shares of the Company, par value US$0.00001 per share, at the date of this Indenture, subject to Section 14.07.

  • Class B Common Shares means shares of Class B Common Stock.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • 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.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Stock means the common stock of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.