Merger Consideration Closing Value definition

Merger Consideration Closing Value means the (a) the closing price of Parent Common Stock on the New York Stock Exchange on the first trading day immediately preceding the Closing Date, multiplied by (b) the Exchange Ratio.
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Merger Consideration Closing Value means the product of (x) the Exchange Ratio and (y) the Parent Measurement Price.
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Merger Consideration Closing Value means the product of (x) the Exchange Ratio and (y) the Parent Measurement Price. “Nasdaq” means The Nasdaq Global Select Market.
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Examples of Merger Consideration Closing Value in a sentence

  • If a holder of shares of Company Stock is entitled to receive any fractional share of Parent Common Stock based on application of the Exchange Ratio to the total number of shares of Company Stock held by such holder immediately prior to the Effective Time, the holder will be entitled to receive cash in lieu of fractional shares based on the Merger Consideration Closing Value.

  • If a holder of shares of Company Stock is entitled to receive any fractional share of Parent Common Stock based on application of the Exchange Ratio to the total number of shares of Company Stock held by such holder immediately prior to the Effective Time, such holder will be entitled to receive, at Parent's option, either (i) such fractional share or (ii) cash in lieu of such fractional shares based on the Merger Consideration Closing Value.

  • If a holder of shares of Company Stock is entitled to receive any fractional share of Parent Common Stock based on application of the Exchange Ratio to the total number of shares of Company Stock held by such holder immediately prior to the Effective Time, such holder will be entitled to receive, at Parent’s option, either (i) such fractional share or (ii) cash in lieu of such fractional shares based on the Merger Consideration Closing Value.


More Definitions of Merger Consideration Closing Value

Merger Consideration Closing Value means the sum of (A) the Note Principal Amount and (B) the product obtained by multiplying (1) the Share Consideration and (2) the Purchaser Closing Stock Price.
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Merger Consideration Closing Value means the product of (x) the Exchange Ratio and (y) the Parent Measurement Price. “ Nasdaq ” means The Nasdaq Global Select Market. “ Non-U.S. Company Benefit Plan ” means a Company Benefit Plan that is not subject exclusively to United States Law. “ NYSE ” means The New York Stock Exchange. “ Order ” means any order, writ, injunction, decree, judgment, award, injunction, settlement or stipulation issued,
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Related to Merger Consideration Closing Value

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • 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.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).