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.

  • None of Parent, Merger Sub, the Company or the Exchange ------------ Agent shall be liable to any person in respect of any Parent Common Shares (or dividends or distributions with respect thereto) or Fractional Share Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • To the extent permitted by applicable Law, none of Parent, Merger Sub, DM, DM General Partner or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration, distribution or Fractional Share Payment properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • If the Purchaser would otherwise be entitled to a fractional interest in a Share, the Purchaser shall receive an amount of cash (without interest) determined by multiplying (i) the Price Per Share by (ii) the fractional share interest to which the Purchaser would otherwise be entitled (the "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.

  • Notwithstanding any other provision of this Agreement, until holders or transferees of certificates theretofore representing shares of CCMH 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.

  • After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the certificate or certificates for Parent Common Shares and Fractional Share Payment as hereinabove provided.

  • Upon surrender to the Exchange Agent of such Certificates, together with such letter of transmittal duly executed, and acceptance thereof by the Exchange Agent, the holder of a Certificate shall be entitled to a certificate or certificates representing the number of full Parent Common Shares and the Fractional Share Payment, if any, into which the Certificates surrendered shall have been converted pursuant to this Agreement.

  • 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.

  • The Transaction will have various effects on the Company, the stockholders who are executive officers and directors of the Company and members of their immediate families (the "Affiliated Stockholders"), the unaffiliated stockholders (the "Unaffiliated Stockholders") who remain stockholders after the Transaction and the Unaffiliated Stockholders who receive a Fractional Share Payment and cease to be stockholders after the Transaction.


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 2.2.1 hereof.

  • 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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • 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.

  • 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).

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