Fractional Share Payment definition

Fractional Share Payment has the meaning set forth in Section 2.1(e).
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Fractional Share Payment means an amount in cash payable in lieu of any fractional share of JAKKS Stock that would, but for the provisions of Section 6.2, be included in the Stock Payment.
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Fractional Share Payment has the meaning set forth in Section 5.14(a).
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Examples of Fractional Share Payment in a sentence

  • Parent shall deposit with the Exchange Agent any additional cash or other consideration as applicable in excess of the Exchange Fund as and when necessary to pay any dividends or distributions payable pursuant to Section 2.2(c), any Fractional Share Payment and other amounts required to be paid under this Agreement.

  • Thereafter, each holder of a CHI Certificate may surrender such CHI Certificate to EChapman and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor a certificate representing EChapman Shares to which such person is entitled, any dividends or distributions with respect to the EChapman Shares and any Fractional Share Payment, in each case without any interest thereon.

  • No portion of the Merger Consideration or Fractional Share Payment, as applicable, will be paid to any person with respect to shares of ALJ Common Stock held thereby until such person shall surrender such validly executed Exchange Documents pursuant hereto.

  • No fractional share of JAKKS Stock shall be issued as part of the Merger Consideration, but in lieu thereof, the Fractional Share Payment shall be paid in an amount equal to the product of the fraction of the share that, but for this provision, would have been issued and $18.797 or, if the Value of JAKKS Stock on the Effective Date is less than $16.9173, the Value of JAKKS Stock on the Effective Date.

  • Notwithstanding any other provision of this Agreement, until holders or transferees of certificates theretofore representing shares of CHI Common Stock have surrendered them for exchange as provided herein, no dividends or other distributions declared or made after the Effective Time with respect to EChapman Shares with a record date after the Effective Time shall be paid with respect to any EChapman Shares represented by such certificates and no Fractional Share Payment shall be made.

  • The Company will make a Fractional Share Payment to such a stockholder rather than issue less than one whole share to the stockholder and that stockholder will cease to be a stockholder of the Company.

  • Parent shall deposit with the Exchange Agent any additional funds in excess of the Exchange Fund necessary to pay any Fractional Share Payment required to be paid under this Agreement.

  • Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and Fractional Share Payment, if any, as contemplated by Section 2.1. No interest will be paid or will accrue on any Fractional Share Payment.

  • No dividends or other distributions with respect to Parent Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Shares issuable in respect thereof and no Fractional Share Payment shall be paid to any such holder until the surrender of such Certificate in accordance with this Article II.

  • In lieu of any such fractional shares, each holder of CHI Common Stock, who would otherwise have been entitled to receive a certificate representing a fractional EChapman Share upon surrender of CHI Certificates for exchange pursuant to this Article III, shall be entitled to receive from the Exchange Agent a cash payment (the "Fractional Share Payment") equal to the product of the fractional share interest to which such holder would otherwise be entitled multiplied by $29.


More Definitions of Fractional Share Payment

Fractional Share Payment means a payment in cash determined by multiplying (A) the fractional share of Company Common Stock which was not required to be paid but was nevertheless forfeited as required by the rounding convention in the definition of "Net Exercise Consideration" by (B) the Per Share Participating Closing Consideration.
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Related to Fractional Share Payment

  • Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

  • 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 Amount has the meaning set forth in Section 3.01(c).

  • Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;

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

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

  • 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.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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.

  • 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.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

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

  • Common Share means one share of the common stock of the Company.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on 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 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.

  • Per Share Price shall have the meaning set forth in Section 2.1.

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

  • 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.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • 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.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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