Company Common Stock Value definition

Company Common Stock Value has the meaning set forth in Section 3.02(a).
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Company Common Stock Value shall be determined by dividing (A)(1) the Aggregate Initial Payment, less (2) Estimated Third Party Expenses in excess of the Company Payment Amount, plus (3) $1,342,975 by (B) the Total Outstanding Shares. The "Parent Common Stock Value" shall be equal to the average closing sale price of a share of Parent Common Stock as reported on the Nasdaq National Market for the twenty (20) consecutive trading days ending three (3) business days prior to the Closing Date. Notwithstanding the foregoing, the parties intend that to the extent that the Assumed Options are incentive stock options, as that term is defined under Section 422 of the Code, at the time of Closing, that the Parent Options replacing such Assumed Options also will be incentive stock options to the same extent.
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Company Common Stock Value as calculated immediately prior to the Effective Time by Parent shall mean an amount equal to (i) $150,000,000 divided by (ii) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. A shareholder may elect to receive a combination of cash and Parent Common Stock in exchange for his or her shares of Company Common Stock; provided, however, that with respect to each individual share of Company Common Stock held, a shareholder must elect to receive either all cash or all Parent Common Stock.
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Examples of Company Common Stock Value in a sentence

  • The "Company Common Stock Value" shall be determined by dividing (A)(1) the Aggregate Initial Payment, less (2) Estimated Third Party Expenses in excess of the Company Payment Amount, plus (3) $1,342,975 by (B) the Total Outstanding Shares.

  • For purposes of this Agreement, the “Exchange Ratio” shall be equal to the fraction having a numerator equal to the Company Common Stock Value and having a denominator equal to the Parent Measuring Price.


More Definitions of Company Common Stock Value

Company Common Stock Value means the product of (a) the Market Value per share of Common Stock (PROVIDED, HOWEVER, that (i) if the Market Value per share of Common Stock shall be less than $1.98, the amount in this clause (a) shall be deemed to be equal to $1.98, and (ii) if the Market Value per share of Common Stock shall be greater than $2.68, the amount in this clause (a) shall be deemed to be equal to $2.68), times (b) the number of shares of Common Stock issued by the Company as the Company Common Stock Consideration for XXXXx in the Exchange Offer.
Sample 1
Company Common Stock Value means the product of (a) the Market Value per share of Common Stock (provided, however, that (i) if the Market Value per share of Common Stock shall be less than $1.98, the amount in this clause (a) shall be deemed to be equal to $1.98, and (ii) if the Market Value per share of Common Stock shall be greater than $2.68, the amount in this clause (a) shall be deemed to be equal to $2.68), times (b) the number of shares of Common Stock issued by the Company as the Company Common Stock Consideration for LYONs in the Exchange Offer.
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Company Common Stock Value means an amount equal to the sum of the following amounts determined under the Merger Agreement: (i) the Per Share Closing Consideration, (ii) the Per Share Escrow Release Amount (assuming release of the full Escrow Amount), (iii) the Per Share Representative Fund Distribution Amount (assuming release of the full Equityholders Representative Fund), and (iv) the allocable portion of Post-Closing Net Cash Proceeds for a share of Company Stock (assuming release of the full Escrow Amount).
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Company Common Stock Value as calculated immediately prior to the Effective Time by Parent shall mean an amount equal to (i) the sum of (x) $37,750,000 plus (y) the aggregate exercise price of all Company Stock Options exercised by the holders after the date hereof and prior to the Effective Date, plus (z) the aggregate exercise price of all In-the-Money Company Stock Options (as defined below) outstanding immediately prior to the Effective Time, divided by (ii) the sum of (x) the total number of shares of Company Common Stock outstanding (which number includes restricted stock awards outstanding at the Effective Date) immediately prior to the Effective Time plus (y) the total number of shares of Company Common Stock subject to such In-the-Money Company Stock Options outstanding immediately prior to the Effective Time, rounded to the nearest cent. For the avoidance of doubt, the aggregate consideration for all of the Company Common Stock and Company Stock Options, in each case outstanding immediately prior to the Effective Time, shall be $37,750,000 if no Company Stock Options are exercised between the execution of this Agreement and the Effective Date, and up to a maximum of $39,858,090 if all holders of Company Stock Options exercise their options at or before the Effective Date, it being hereby agreed between Parent and Company that the difference between the final aggregate consideration paid and $37,750,000, if any, will be equal to the increase in the Company’s shareholders’ equity attributable to the exercise of Company Stock Options between the execution of this Agreement and the Effective Date. “In-the-Money Company Stock Options” shall mean those Company Stock Options having an exercise price of less than $45.70 per share. A shareholder may elect to receive a combination of cash and Parent Common Stock in exchange for his or her shares of Company Common Stock; provided, however, that with respect to each individual share of Company Common Stock held, a shareholder must elect to receive either all cash or all Parent Common Stock.
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Related to Company Common Stock Value

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Company Common Shares means the common shares in the capital of the Company;

  • 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.

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • 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.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

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

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

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

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • 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)(ii) below) and the holders of not less than 50% 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 B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

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

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • 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.