Deemed Share Value definition

Deemed Share Value means (i) in the case of the Closing Consideration Shares, the volume-weighted average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market for the thirty (30) Trading Days ending on the December 18, 2015; (ii) in the case of the Milestone Consideration Shares, the volume-weighted average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market for the thirty
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Deemed Share Value means (i) in the case of the Closing Consideration Shares, the average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market on the thirty (30) Trading Days ending on the Trading Day prior to the
Sample 1
Deemed Share Value means (i) in the case of the Closing Consideration Shares, the average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market on the thirty (30) Trading Days ending on the Trading Day prior to the Closing Date, (ii) in the case of the Milestone Consideration Shares, the average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market on the thirty (30) Trading Days ending on the Trading Day prior to the occurrence of a Milestone Event or (iii) in the case of shares of Purchaser Common Stock issued pursuant to Section 8.2(f), the average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market on the thirty (30) Trading Days ending on the Trading Day prior to the date payment of such shares is due.
Sample 1

Examples of Deemed Share Value in a sentence

  • The value of such interest accumulation shall be calculated by multiplying the portion of the Un-issued shares due on achievement of the milestone by the Deemed Share Value by the Interest Rate by the period of time from the third anniversary of this Agreement to the achievement of the milestone (the “Interest Accumulation”).

  • For purposes on an example only, if the Interest Rate is 6%, the Deemed Share Value $0.25 and the 400,000 shares due on completion of a feasibility study were delivered 15 months after the third anniversary of the agreement, the related Interest Accumulation would be 400,000 * 0.25 *0.06 * 15/12 = $7,500.

  • Following the conclusion of the Holdback Period, in the event a claim by Purchaser for indemnification under Article 8 is finally resolved in favor of the relevant Shareholder(s), Parent shall promptly following such resolution deliver (or cause Parent’s transfer agent to deliver) Holdback Shares with an aggregate Deemed Share Value equal to the value of such claim so resolved.

  • For purposes of exercising Buyer's offset rights against the Closing Shares, the value per share of the Closing Shares shall be deemed to be the closing price per share of the Common Stock as reported on NYSE Amex (or any successor exchange or trading market on which the Common Stock is primarily exchanged or traded) on the Closing Date (the "Deemed Share Value").

  • Upon conclusion of the Holdback Period, Parent will deliver (or cause Parent’s transfer agent to deliver) to the Shareholders the number of Holdback Shares equal to the total Holdback Shares minus Holdback Shares with an aggregate Deemed Share Value equal to the value of duly made claims by Purchaser for indemnification under Article 8 that have either been finally resolved in favor of Purchaser or remain unresolved at the end of the Holdback Period.

  • In the event the Closing Working Capital is less than the Minumum Working Capital Amount (a “Working Capital Shortfall”) or Indebtedness exists as of the Closing, Parent shall have the right in its sole discretion to reduce the Consideration Shares paid to the Shareholders hereunder by an aggregate Deemed Share Value equal to the amount of such Working Capital Shortfall and/or the amount of such Indebtedness, as applicable.


More Definitions of Deemed Share Value

Deemed Share Value means (i) in the case of the Closing Consideration Shares, the volume-weighted average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market for the thirty (30) Trading Days ending on the December 18, 2015; (ii) in the case of the Milestone Consideration Shares, the volume-weighted average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market for the thirty (30) Trading Days ending on the Trading Day two (2) Trading Days prior to the occurrence of a Milestone Event; or (iii) in the case of payment pursuant to the last sentence of Section 1.5 (Payment of Milestone Consideration), the volume-weighted average closing price per share of the Purchaser’s Common Stock on the Nasdaq Capital Market for the thirty (30) Trading Days ending on the Trading Day two (2) Trading Days prior to the occurrence of a Sale of Purchaser.
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Deemed Share Value means the closing price per share of Parent Common Stock on the Nasdaq Capital Market on the Closing Date.
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Deemed Share Value as defined in Section 7.9.
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Deemed Share Value means $0.43 per Parent Common Share.
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Related to Deemed Share Value

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

  • 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.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

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

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

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

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • 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.

  • 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.

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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.

  • Opening Average Share Value means the average, over the trading days in the Opening Average Period, of the closing price of a company’s stock multiplied by the Accumulated Shares for each trading day during the Opening Average Period.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.