Parent Share Amount definition

Parent Share Amount means the number of shares of Parent Class A Common Stock outstanding at the Closing, after giving effect to the number of shares of Parent Class A Common Stock redeemed in connection with the Closing pursuant to Parent’s Charter Documents, but before the issuance of the Per Share Merger Consideration.
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Parent Share Amount means, as of any date of determination immediately following the First Effective Time, the number of issued and outstanding shares of HoldCo Common Stock as of such date, plus all dilutive potential shares of HoldCo Common Stock using the treasury stock method, excluding any shares of HoldCo Common Stock issued or issuable pursuant to one or more financings for which the primary use of proceeds is to fund the operations of HoldCo, Parent or the Company.
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Parent Share Amount shall be the sum of (i) the aggregate number of shares of Parent Common Stock outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Parent Common Stock issuable pursuant to or upon conversion of any shares of preferred stock, convertible notes or other securities of Parent convertible into or exchangeable for Parent Common Stock outstanding immediately prior to the Effective Time, if any (other than such shares issuable upon exercise or conversion of Parent Stock Options and Parent Warrants or Parent’s employee stock purchase program, as defined below).
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Examples of Parent Share Amount in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the total number of shares of Company Common Stock that will be converted into the Stock Election Consideration (the “Stock Conversion Number”) shall be equal to the quotient obtained by dividing (x) the Aggregate Parent Share Amount by (y) the Exchange Ratio.

  • Citigroup shall request that, within five Business Days following the Effective Time, the exchange agent for the Merger certify in writing (such written certification, the "Exchange Agent Certificate") to Citigroup the Aggregate Cash Amount, the Aggregate Parent Share Amount and the number of Exchangeable Shares (each, as defined in the Merger Agreement).

  • The Total Parent Share Amount, as reduced by the Working Capital Adjustment Factor and the Audit Expense Adjustment Factor, if any, together with the Cash Amount, shall be the "Merger Consideration." As soon as practicable after the completion by the Company of the Audited 1999 Financial Statements, the Company and each of the Stockholders shall deliver to Alloy a certificate setting forth the working capital of the Company as of December 31, 1999 (the "Audited Company Working Capital").

  • If the Actual Company Working Capital (as defined below) as of December 31, 1999 is less than the Presumed Company Working Capital, then the Total Parent Share Amount shall be reduced by an amount (the "Working Capital Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the difference between the Presumed Company Working Capital and the Actual Company Working Capital by (B) the Stipulated Price.

  • Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.

  • The parties acknowledge that the Total Parent Share Amount is based upon a presumed working capital of the Company as of December 31, 1999 equal to (($850,000)) (the "Presumed Company Working Capital").


More Definitions of Parent Share Amount

Parent Share Amount has the meaning set forth in Section 1.04(e).
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Related to Parent Share Amount

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

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

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

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

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

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

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • 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).

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

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

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

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

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

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

  • 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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • 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.

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