Merger Share Price definition

Merger Share Price means the volume weighted average price per share (calculated to the nearest one-thousandth of one cent) for the Parent Common Shares on the NASDAQ for the consecutive period of ten trading days concluding at the close of trading on the second trading day immediately preceding the date of the Effective Time, as calculated by Bloomberg Financial LP under the function “VWAP.”
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Merger Share Price has the meaning set forth in Section 4.2 below. ------------------
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Merger Share Price means the average of the closing sales price of one share of Parent Common Stock as quoted on the Nasdaq on each of the thirty (30) consecutive trading days immediately preceding the Closing; weighted on the basis of trading volume on each such day; provided, however, that if such average is $1.50 or less, than the Merger Share Price shall be equal to $1.50, and if such average is $2.29 or more, than the Merger Share Price shall be equal to $2.29.
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Examples of Merger Share Price in a sentence

  • The Stockholder Representative may, at any time or from time to time, substitute some or all of the Escrow Shares held in the Escrow Fund with cash, by delivery to the Escrow Agent (with a copy to Parent) of a notice of its intent to substitute such Escrow Shares (a "Substitution Notice"), and a certified check or wire transfer equal to the value (calculated at the Merger Share Price) of the number of Escrow Shares to be substituted (the "Substituted Shares").

  • For the purposes of determining the number of Escrow Shares to be delivered to Parent out of the Escrow Fund pursuant to this Section 4, the Escrow Shares shall be valued at the Merger Share Price (as defined in the Merger Agreement), which is $2.2821 per share.

  • The liability of the Stockholders for payable MLC Indemnity Claims in excess of the Deemed Escrow Value may be satisfied, at the election of each Stockholder, through (i) the delivery of MLC Common Shares to MLC, such shares to be valued at the Merger Share Price, (ii) the payment of cash or (iii) any combination of such MLC Common Shares valued at the Merger Share Price and cash.

  • In the event that fractional shares would otherwise be issuable upon the calculations set forth in Section 2.1(c), GoAmerica shall pay to the holders of OutBack Common Stock the cash value of any fractional share interest resulting therefrom (to be determined based upon Merger Share Price).

  • Notwithstanding ---------------------------------------------- anything to the contrary herein, any liability of Acquisition and Xxxxxx under this Agreement for Stockholder Indemnity Claims (other than pursuant to items (ii) and (iii) of Section 11.2) shall be satisfied solely through the issuance of additional Xxxxxx Common Shares, such additional Xxxxxx Common Shares to be valued at the Merger Share Price.

  • Under the Exchange Agreement executed with each debt holder, the Debt Items were converted at a contractual conversion rate of $0.569 per share (the “Conversion Price”) which is the same as the Merger Share Price.

  • To the extent not inconsistent with pooling of interest restrictions, the liability of the Stockholders for Xxxxxx Indemnity Claims may be satisfied, at the election of the Representative, through (i) the delivery of Xxxxxx Common Shares to Xxxxxx, such shares to be valued at the Merger Share Price, (ii) the payment of cash or (iii) any combination of such Xxxxxx Common Shares valued at the Merger Share Price and cash.

  • For purposes hereof, all Xxxxxx Common Shares returned to Xxxxxx in settlement of any Xxxxxx Indemnity Claims under the Escrow Agreement shall be valued at the Merger Share Price.

  • The value per share of a Merger Share shall be equal to the average closing price per share of GoAmerica Common Stock on the Nasdaq National Market for the five trading days immediately preceding the Closing Date (the " Merger Share Price").

  • In lieu of any fractional Xxxxxx Common Shares, there shall be paid to the holder of Xxxxxx Shares who otherwise would be entitled to receive a fractional Xxxxxx Common Share an amount of cash (without interest) determined by multiplying such fraction by the Merger Share Price.


More Definitions of Merger Share Price

Merger Share Price means a price per share of Parent Common Stock equal to the volume-weighted average of the per share daily last reported sale prices (or closing prices, if applicable) of Parent Common Stock as reported by the Exchange during the 10 consecutive trading days ending on the trading day immediately prior to the Closing Date.
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Merger Share Price means the price per share derived by dividing (x) the Parent Pre-Merger Value by (y) the number of Fully Diluted Pre-Closing Parent Shares.
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Merger Share Price shall have the meaning set forth in Section 2.2(b)(ix).
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Merger Share Price means $26.13.
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Related to Merger Share Price

  • 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.

  • 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.

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

  • 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”.

  • 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”.

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

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

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

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

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Share Price means any price of the Share as published by the Exchange.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the 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 five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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 Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

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

  • 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.

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

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

  • 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.