Maximum Stock Consideration definition

Maximum Stock Consideration means 5,919,052 shares of Parent Stock, subject to (i) adjustment set forth in Section 2.7(b) and further subject to (ii) increase by the product of the Exchange Ratio and any increase in number of outstanding shares of Company Stock between the date of this Agreement and the Effective Time, provided that any such increase in outstanding shares shall occur in accordance with the provisions of this Agreement.

Maximum Stock Consideration has the meaning set forth in Section 2.1(a).

Maximum Stock Consideration means the number of shares equal to the product of (x) the Average Stock Per Share and (y) the number of issued shares of Company Common Stock immediately prior to the Effective Time minus the sum of (A) the number of shares of Excluded Shares and (B) the number of Dissenting Shares; the “Cash Election Number” shall mean the quotient of (i) the Maximum Cash Consideration divided by (ii) the Cash Consideration; the “Stock Election Number” shall mean the quotient of (i) the Maximum Stock Consideration divided by (ii) the Stock Consideration; and the “Average Closing Price” shall mean the lesser of (i) the closing price of a share of Parent Common Stock on the day before the Closing Date and (ii) the average of the high and low trading prices of the Parent Common Stock on the day before the Closing Date.

Examples of Maximum Stock Consideration in a sentence

• To the extent that the Company has less than the Target as of the Effective Time, the Maximum Cash Consideration shall be adjusted downward, on a dollar-for-dollar basis, equal to the difference between the Target and the actual cash and cash equivalent amount on hand at the Effective Time (the “Difference”), and the Maximum Stock Consideration shall be increased by a number of shares of Parent Stock equal to (y) the Difference divided by (z) the Parent Share Value.

• The Maximum Stock Consideration shall be reduced by the sum of any Pre-Closing Settlement Shares in calculating the Effective Time Stock Consideration under Section 2.1(a).

• For purposes of this Agreement, the term “Pre-Closing Settlement Shares” shall be a number of shares of Acquiror Common Stock equal to the quotient of (i) the Pre-Closing Settlement Cash, divided by (ii) either (x) $30.18 if the Maximum Stock Consideration is determined under Section 2.1(a)(i); (y) the Acquiror Stock Price if the Maximum Stock Consideration is determined under Section 2.1(a)(ii); or (z) $29.00 if the Maximum Stock Consideration is determined under Section 2.1(a)(iii).

• Each Cyprus Stock Election Share will be exchanged in the Offer for (i) a number of shares of Parent Common Stock equal to 0.3500 multiplied by a fraction (the "Cyprus Stock Proration Factor"), the numerator of which is the Cyprus Maximum Stock Consideration and the denominator of which is the number of Cyprus Stock Election Shares multiplied by 0.3500, and (ii) cash in an amount equal to $20.54 multiplied by 1 minus the Cyprus Stock Proration Factor.

• Notwithstanding the foregoing, any determination by Buyer to reduce the Stock Consideration from the Maximum Stock Consideration shall be made by providing notice thereof (which notice shall specify the Stock Consideration to be delivered at the Closing) no later than on the second (2nd) trading day immediately prior to the Closing Date to Seller at the address set forth herein in accordance with Section 12.02.

More Definitions of Maximum Stock Consideration

Maximum Stock Consideration means the number of Parent Shares equal to the product of (i) the Average Parent Stock Per Share and (ii) the difference of (A) the number of Company Shares outstanding immediately prior to the Effective Time minus (B) the number of shares of shares to be cancelled in accordance with Section 2.1(c).

Maximum Stock Consideration means the amount equal to the Stock Consideration Percentage multiplied by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares, if any) multiplied by the Exchange Ratio.

Maximum Stock Consideration means 18,610,000 Endo Shares.

Maximum Stock Consideration means 60% of the sum of the Scheme Consideration and Option Scheme Consideration (determined using a value for Stock Consideration and Option Stock Consideration equal to the value for each VA Common Share used in setting the BB Exchange Ratio), as such percentage may be decreased pursuant to Section 2.15.

Maximum Stock Consideration means an amount in cash equal to (i) the Total Consideration minus (ii) the Vested Option Consideration minus (iii) the Unvested Option Consideration minus (iv) the Unvested Share Consideration.

Maximum Stock Consideration means 2,895,638 shares of validly issued, fully paid and non-assessable Parent Common Stock, subject to adjustment pursuant to Section 2.05.

Maximum Stock Consideration shall have the meaning assigned to it in --------------------------- Section 3.3.