Initial Share Purchase Price definition

Initial Share Purchase Price shall have the meaning given such term in Section 2 hereof.
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Initial Share Purchase Price means the aggregate price set forth against the Shares in column (2) of Part 3 (Initial Share Purchase Price) of Annex 1 (Details Regarding Shares and Sale Assets);
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Initial Share Purchase Price means, with respect to each Buyer, the number of shares of Common Stock set forth opposite such Buyer’s name in column (5)(b) of the Schedule of Buyers. The Buyers and the Company agree that the Initial Notes and the Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Initial Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be mutually agreed between the Company and the Buyers, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes.
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Examples of Initial Share Purchase Price in a sentence

  • The Investor shall reasonably determine, and the Company shall accept, the allocation of the Initial Share Purchase Price among the Series A Preferred Stock and Option issued to the Investor pursuant to Section 2.01 and Section 2.02 hereof, respectively.

  • Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Initial Closing, the Company will issue, sell and deliver to the Investor, and the Investor will purchase from the Company 59,063 shares of Series A Preferred Stock, free and clear of all Liens, for an aggregate purchase price of $59,063,000 (the "Initial Share Purchase Price").

  • The Purchaser shall have obtained financing (whether in the form of equity, debt, convertible debt, any combination of the above or any other form) in an aggregate amount sufficient to pay at the Closing the cash component of the Initial Share Purchase Price and the Asset Purchase Price.

  • The aggregate purchase price (the “Initial Purchase Price”) for the Initial Notes and the Warrants to be purchased by each Buyer at the Initial Closing shall be such Buyer’s Initial Cash Purchase Price plus such Buyer’s Initial Share Purchase Price.

  • The Initial Share Purchase Price shall be increased or decreased on a dollar-for-dollar basis as follows: (i) increased by the amount by which the Closing Working Capital is greater than Zero U.S. Dollars (USD $0), (ii) decreased by the amount by which the Closing Working Capital is less than Zero U.S. Dollars (USD $0), and (iii) decreased by the amount of any Debt of the Company, as of the Closing Date.

  • The Initial Share Purchase Price was computed based on the assumption that the Closing Working Capital decreased by the amount of any Debt of the Company as of the Closing Date, is equal to Zero U.S. Dollars (USD $0) ((i) or (ii), and (iii), the “Adjustment Amount”)).

  • Section ‎6 sets forth the process for determining and effecting any necessary adjustments to the Initial Share Purchase Price resulting from the Closing Working Capital.

  • Xxxxx Title: Authorized Signatory SCHEDULE OF BUYERS (1) (2) (3)(a) (3)(b) (4) (5)(a) (5)(b) (6) Buyer Address and Facsimile Number Aggregate Principal Amount of Initial Notes Aggregate Principal Amount of Additional Notes Number of Warrant Shares Initial Cash Purchase Price Number of Shares Representing the Initial Share Purchase Price Legal Representative’s Address and Facsimile Number Starboard Value and Opportunity Master Fund Ltd.

  • The Purchasers’ Representative and the Sellers’ Representative shall cooperate to agree a further allocation of the Initial Share Purchase Price to each set of Shares in accordance with their relative market value as soon as reasonably practicable after the date hereof.


More Definitions of Initial Share Purchase Price

Initial Share Purchase Price has the meaning given to it in Clause 5.4;
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Initial Share Purchase Price means £238,598,485.50 (TWO HUNDRED AND THIRTY EIGHT MILLION FIVE HUNDRED AND NINETY EIGHT THOUSAND FOUR HUNDRED AND EIGHTY FIVE POUNDS 50 XXXXX XXXXXXXX) being fifty per cent. (50%) of the sum of (a) the Enterprise Value minus (b) the Preference Purchase Price minus (c) the Estimated Financing Amount minus (d) the Estimated Tax Deduction.
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Initial Share Purchase Price has the meaning set forth in Section 2.01 hereof.
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Initial Share Purchase Price has the meaning specified in Paragraph 2.1(1)(a)(i).
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Initial Share Purchase Price means the price per share paid by the Investor for the Initial Shares (as defined in the Subscription Agreement).
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Initial Share Purchase Price means an amount equal to (Pounds)2,050,000,000 less (i) the Estimated Net Financial Debt Amount and (ii) the Aspen 4 Amount;
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Related to Initial Share Purchase Price

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • 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.

  • 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”.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Share Purchase has the meaning set out in Section 2.1.

  • Per Unit Purchase Price equals $7.05, 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • 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.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Base Purchase Price has the meaning set forth in Section 2.2.

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

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Purchase Price has the meaning set forth in Section 2.2.