DC Stock Price definition
DC Stock Price means the current market value per share of the common stock, par value $0.01 per share, of DC. The current market value shall mean, on the last business day preceding the date on which any payment is due under Section 3.5 of this Agreement, the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case (1) on the principal national securities exchange on which the shares of DC common stock are listed or to which such shares are admitted to trading or (2) if the DC common stock is not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by Nasdaq National or SmallCap Markets or any comparable system or (3) if the DC common stock is not listed on Nasdaq National or SmallCap Markets or a comparable system but a public market for the DC common stock exists, as furnished by two members of the NASD selected from time to time in good faith by the Board of Directors of DC for that purpose. In the absence of all of the foregoing, or if for any other reason the current market value per share of DC common stock cannot be determined pursuant to the immediately preceding sentence, then the current market value shall be the fair market value thereof as determined in good faith by the Board of Directors of DC and evidenced by a resolution of such Board, subject to the following dispute resolution right of NeoMedia. In the event that NeoMedia disputes the determination of the Board of Directors, NeoMedia shall notify DC and the current market value shall be determined in a reasonably prompt manner as follows:
DC Stock Price shall initially mean TEN DOLLARS and NINETY CENTS ($10.90) per share. After the Date of Execution of this Agreement and before the first public offering of DC's common stock, each time that DC completes the issuance of additional shares of its common stock, par value $0.01 per share, or preferred stock, par value $0.01 per share, in a transaction (or a series of related transactions) exempt from registration under the Securities Act of 1933 (other than (i) the issuance of shares of DC's common stock pursuant to the terms of this Agreement, (ii) the issuance of warrants or stock options to purchase shares of DC common stock or preferred stock or (iii) the issuance of shares of DC common stock or preferred stock upon the exercise of any such stock options or warrants) and DC receives aggregate gross proceeds of TEN MILLION DOLLARS ($10,000,000.00) or more in such transaction (or series of related transactions), then "DC Stock Price" shall thereafter mean the per share price utilized in the private equity financing (in the case of the issuance of preferred stock, assuming conversion of such shares of preferred stock into shares of DC common stock). From and after the first public offering of DC's common stock, "DC Stock Price" shall mean the current market value per share of the common stock, par value $0.01 per share, of DC. The current market value shall mean, on the last business day preceding the date on which any payment is due under Section 3.5 of this Agreement, the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case (1) on the principal national securities exchange on which the shares of DC common stock are listed or to which such shares are admitted to trading or (2) if the DC common stock is not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by Nasdaq National or SmallCap Markets or any comparable system or (3) if the DC common stock is not listed on Nasdaq National or SmallCap Markets or a comparable system but a public market for the DC common stock exists, as furnished by two members of the NASD selected from time to time in good faith by the Board of Directors of DC for that purpose. In the absence of all of the foregoing, or if for any other reason the current market value per share of DC common stock cannot be determined pursuant to the immediately preced...
Examples of DC Stock Price in a sentence
Each payment of an Annual Minimum Royalty by DC to Neo Media shall include THREE MILLION DOLLARS ($3,000,000.00) in cash and SEVEN MILLION DOLLARS ($7,000,000.00) in the form of either cash or DC stock, at DC's option, wherein the number of shares of DC stock issued to NeoMedia shall be determined by dividing said SEVEN MILLION DOLLARS ($7,000,000.00) by the DC Stock Price at the time of the payment under this Section of the Agreement.