Parent Common Stock Consideration definition

Parent Common Stock Consideration shall have the meaning set forth in Section 3.2(a).
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Parent Common Stock Consideration means that number of shares of Parent Common Stock issuable pursuant to Section 1.6(b), together with the rights attached thereto and issued pursuant to the Rights Agreement, in exchange for the shares of Company Common Stock held by all holders thereof, except NPTest Holding.
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Parent Common Stock Consideration means the number of shares of Parent Common Stock equal to 88.83% of the quotient obtained by dividing (x) $138,000,000 by (y) the Trading Price, rounded to the nearest whole number of shares of Parent Common Stock.
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Examples of Parent Common Stock Consideration in a sentence

  • Automated Quotation System ("NASDAQ") each trading day during the period commencing July 1, 1997 and ending the day which is two business days prior to the Effective Time in order to determine, subject to Sections 2.01(b) and (c) below, the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock, Series C Stock and Series E Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").

  • For purposes of this Agreement, "Purchase Price" shall refer collectively to the Cash Consideration and Parent Common Stock Consideration.

  • Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares held in the treasury of the Company, which are being canceled as provided in paragraph (c) below) are being converted into the right to receive 582.2371 shares of Parent Common Stock, which represents the quotient obtained by dividing the number of outstanding shares of Company Common Stock by the Aggregate Parent Common Stock Consideration.

  • Parent shall have directed its transfer agent to issue to the Company Members an appropriate number of shares of Parent Common Stock based upon the amount of Parent Common Stock Consideration to which they are entitled, and the transfer agent shall have accepted such instruction and confirmed that the issuance thereof shall occur within five business days after the Closing Date.

  • Parent shall take any and all steps required to cause its transfer agent to issue the Parent Common Stock Consideration and to issue the Parent Preferred Stock Consideration; provided, however, that the Company Members and the Member Representative shall have taken all actions requested by Parent and its transfer agent to issue such shares, including the execution and delivery of documents required under Section 2.2(a).

  • Notwithstanding anything to the contrary contained in this Agreement, 20% of the Aggregate Merger Consideration (consisting of ratable portions of the Parent Common Stock Consideration and Parent Preferred Stock Consideration) (the “Holdback Shares”) shall be held back and not immediately issued by Parent at the Closing until such time as the BVBA Reorganization, as defined in Section 5.6 below, shall have been completed on or prior to March 31, 2016.

  • Parent will use commercially reasonable efforts to solicit from its stockholders proxies in favor of the issuance of the Parent Common Stock Consideration in the Merger and will take all other action necessary or advisable to secure the vote of its stockholders required to issue such shares.

  • The Parties agree and consent to any amendment to the Seller’s Disclosure Schedules (including, but not limited to, Schedule 6.1(h) thereto) to reflect the conveyance, purchase, assignment and transfer of cash held in the bank accounts of the Aether Acquired Entities in exchange for the Parent Common Stock Consideration, as such Parent Common Stock Consideration may be adjusted pursuant to the provisions described in Section 4.2 of this Amendment.

  • Assuming the proper execution and delivery of the Investor Representation Letters (as defined in Section 6.19) by each of the Company Members, the Parent Common Stock Consideration and Parent Preferred Stock Consideration, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and non-assessable.

  • The Parties agree and consent to any amendment to the Seller's Disclosure Schedules (including, but not limited to, Schedule 6.1(h) thereto) to reflect the conveyance, purchase, assignment and transfer of cash held in the bank accounts of the Aether Acquired Entities in exchange for the Parent Common Stock Consideration, as such Parent Common Stock Consideration may be adjusted pursuant to the provisions described in Section 4.2 of this Amendment.


More Definitions of Parent Common Stock Consideration

Parent Common Stock Consideration means the shares of Parent Common Stock comprising a portion of the Aggregate Merger Consideration, as described in Section 2.1.
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Parent Common Stock Consideration means 12,793,510 shares of Parent Common Stock less (b) an amount of shares of Parent Common Stock equal to (1) the amount by which the Estimated Third Party Expenses exceed $1,500,000 divided by (2) the Trading Price (each of (a) and (b) as appropriately adjusted for stock splits, stock dividends, combination and the like of such Parent Common Stock subsequent to the date hereof and prior to the Effective Time).
Sample 1
Parent Common Stock Consideration means the amount of the Estimated Closing Merger Consideration and the Company Option Closing Consideration that is payable in shares of Parent Common Stock pursuant to Sections 3.1(a) and 3.1(b).
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Related to Parent Common Stock Consideration

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

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

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

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

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • 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.

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Share Consideration has the meaning given to it in Section 2.2;

  • 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.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Base Merger Consideration means $1,200,000,000.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.