Effective Date Price definition

Effective Date Price means the Average Closing Price as of each date ("Effective Date") that the Securities and Exchange Commission declares effective under the Securities Act of 1933, as amended (the "Securities Act"), any registration statement filed by DC pursuant to the Registration Rights Agreement entered into by and between NeoMedia and DC as of the date hereof (the "Registration Rights Agreement"), registering shares of DC Stock issued to NeoMedia pursuant to the terms of this Agreement.

Effective Date Price means $26.82, subject to adjustment as provided in this Agreement. “Four Year Anniversary Date” has the meaning set forth in Section 7.1(a)(vi). “Fundamental Transaction” means (a) any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity, (b) any sale by to another Person of all or substantially all of its assets of the Company and its subsidiaries in one transaction or a series of related transactions, (c) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (d) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement but not including any underwritten offering, registered direct offering, private placement or other transaction with the primary purpose of financing or fund raising for the Company) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction), or (e) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 2.6).

Effective Date Price means the volume weighted average price per share of Buyer Common Stock on the NASDAQ Global Market for the seven (7) trading days immediately prior to the Effective Date as reported by Bloomberg Financial LP; provided, however, that in no event shall the Effective Date Price be less than the Floor Price.

Examples of Effective Date Price in a sentence

• The number of Units to be issued to each holder of an Interest shall be the Conversion Price for the Interest of such holder divided by the average of the daily market price for the ten (10) consecutive trading days immediately preceding the Effective Date of the shares of common stock of HME (the "Effective Date Price").

• After the Effective Date, Price Quest, PEI and their Affiliates will not use the names "Quest," "Price Quest" or "Price Club Quest" as a trademark or service xxxx, but Price Quest may use the words "Price Quest" solely in its LLC name.

• The Conversion Rate in effect at any time for conversion of the Series A Preferred (the "Series A Conversion Rate") shall be the quotient obtained by dividing the Effective Date Price applicable thereto by the Conversion Price applicable to such series, calculated as provided in Section 5(d)(4) below.

• Preferred ADR to which such holder would otherwise have been entitled times (ii) the Effective Date Price.

• As of the Effective Date, Price Quest, PQI and PEI hereby convey, transfer and assign to TPC, free and clear of any liens or encumbrances (but without warranty of registrability, enforceability or lack of conflict with any third party's trademarks or service marks), all of their rights, title and interest to and in the Price Quest Marks, and in all applications, registrations and claims relating to those marks.

• The conversion price for the Series A Preferred shall initially be the Effective Date Price (the "Series A Conversion Price").

• In the event that the Holder tenders a Notice of Exercise after the Effective Date and prior to the date that the Effective Date Price is determined and a reduction of the Exercise Price occurs, such reduction shall be applied retroactively to such exercise by the Holder.

• Except as may otherwise be specifically provided in any Employment Agreement or other written agreement entered into between the Company and any Management Stockholder, the Call Repurchase Price with respect to Restricted Shares purchased by the Company pursuant to this Section 2(a)(ii) shall be equal to the lesser of (A) the Fair Market Value of the Restricted Shares subject to the Call Right on the date of the Call Notice or (B) the Effective Date Price.

• Notwithstanding the foregoing, if the value of the Additional Stock Consideration is less than ten percent (10%) of the value of the Additional Consideration, the Sellers and/or Parent Holders shall deposit additional shares of Buyer Common Stock received under this Agreement into the Escrow Fund with a value (calculated with reference to the Effective Date Price) equal to any shortfall between the Additional Escrow Consideration and the Additional Stock Consideration.

• Prior to the Effective Date, Price and FCFC will enter into a Restricted Stock Agreement pursuant to which FCFC will award a total of One Hundred Thousand (100,000) restricted shares of FCFC to Price as a retention award, effective on the Effective Date, subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.

More Definitions of Effective Date Price

Effective Date Price means the closing price of a share of Parent Common Stock on the NASDAQ as of the EffectiveDate.

Effective Date Price is defined in Section 8.3(b) hereof.

Effective Date Price. See Section 2(b)(ii)(B).

Effective Date Price means the closing sales price of shares of Parent Common Stock as reported by The Wall Street Journal on the second trading day immediately preceding the date the Company Proxy Statement is mailed to the holders of Company Capital Stock in connection with the Company Stockholder Meeting.