Per Share Adjustment definition

Per Share Adjustment means the quotient of (a) the sum of (i) (A) if the SCP Specified Amount is equal to or greater than the SCP Upper Limit, an amount equal to the SCP Specified Amount minus the amount of the SCP Upper Limit, minus the Option Adjustment Amount (for the avoidance of doubt, the resulting amount may not be less than zero), or (B) if the SCP Specified Amount is less than the SCP Upper Limit, $0, plus (ii) subject to Section 9.1(d) (iii), the Incremental Tax Amount, if any, divided by (b) the total number of shares of Company Stock (including all shares of Company Stock underlying Company RSUs, Company Share-Based Awards and Company Stock Options (with such underlying number, in the case of Company Stock Options, calculated on a treasury method basis) entitled to receive Merger Consideration pursuant to Article II.
Sample 1Sample 2Sample 3
Per Share Adjustment means the quotient of (a) the sum of (i) (A) if the SCP Specified Amount is equal to or greater than the SCP Upper Limit, an amount equal to the SCP Specified Amount minus the amount of the SCP Upper Limit, minus the Option Adjustment Amount (for the avoidance of doubt, the resulting amount may not be less than zero), or (B) if the SCP Specified Amount is less than the SCP Upper Limit, $0, plus (ii) subject to Section 9.1(d)(iii), the Incremental Tax Amount, if any, divided by (b) the total number of shares of Company Stock (including all shares of Company Stock underlying Company RSUs, Company Share-Based Awards and Company Stock Options (with such underlying number, in the case of Company Stock Options, calculated on a treasury method basis) entitled to receive Merger Consideration pursuant to Article II.
Sample 1Sample 2
Per Share Adjustment means the amount equal to the quotient obtained by dividing (i) (A) the loss observed in connection with the resolution of the credit described in Section 10.1 of Xxxxx’x Disclosure Memorandum (the “Credit”) minus (B) $180,000, and (ii) the FSB Shares Outstanding; provided, that the Per Share Adjustment shall not be less than zero; provided further, that if the Credit has not been sold or otherwise paid off by the Effective Time, then the Per Share Adjustment shall be equal to $0.17.
Sample 1

Examples of Per Share Adjustment in a sentence

  • The amount of any adjustment to the Share Price pursuant to this Section 7.7(c) shall be referred to as the "Per Share Adjustment Amount" and the Cash Consideration Amount shall be reduced by the Per Share Adjustment Amount multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including giving effect to the conversion of all outstanding shares of Company Preferred Stock.

  • Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) will be automatically cancelled and extinguished and converted into the right to receive (a) the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit and (b) a contingent right to receive, if and when payable hereunder, (i) the Per Share Adjustment Escrow Release and (ii) the Per Share Earnout Shares.

  • Such updated Allocation Schedule shall also include a calculation of the Per Share Adjustment Consideration and the Per Share Escrow Release Amount, as applicable.

  • Promptly after the date on which the Per Share Adjustment Surplus Amount, if any, is determined to be payable to the Securityholders (and in no event later than the next regularly scheduled payroll period), Parent shall, or shall cause the Surviving Entity to, disburse the amounts due to the former holders of such In-the-Money Options pursuant to clauses (i) and (ii) above, less any required withholding of Taxes under applicable Legal Requirements.

  • The Per Share Adjustment Amount for purposes of determining the Merger Consideration will be the Per Share Adjustment Amount as set forth in the Closing Statement as approved by Parent.

  • The Cash Amount, the Share Amount, and the Per Share Adjustment Amount (if any) shall be paid as set forth in Section 2.3 below.

  • Any Person entitled to any Per Share Adjustment Consideration who has provided wire instructions to Parent prior to the Effective Time shall be entitled to payments of the Per Share Adjustment Consideration by wire transfer from the Exchange Agent on or promptly following the deposit with the Exchange Agent of the amounts set forth in subsection (i) of this Section 2.9(e) in accordance with the instructions specified in such Person’s Letter of Transmittal.

  • Specific Performance...........................44 ANNEX A Distribution Agreement SCHEDULE I Per Share Adjustment Amount AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER dated as of October 26, 2000, (this "Agreement") among Flowers Industries, Inc., a Georgia corporation (the "Company"), Xxxxxxx Company, a Delaware corporation ("Parent"), and Kansas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").

  • Notwithstanding anything to the contrary herein, Purchaser shall not be required to make any payment pursuant to this Section 2.11(b)(ii) until the Equityholders’ Representative delivers to Purchaser an updated Allocation Schedule reflecting the Underpayment Amount and the Per Share Adjustment Consideration.

  • This is corroborated in research, for example, that talks about bridging social capital as especially important in community settings to leverage the power necessary to carry out their agenda (Carroll and Rosson 2003; Kavanaugh et al.


More Definitions of Per Share Adjustment

Per Share Adjustment means, with respect to each Applicable Share, the amount (positive or negative) equal to (A) the lower of (x) the Initial Share Price and (y) the Guaranteed Share Price on the trade date relating to such sale minus (B) the aggregate gross sale price received from the sale of such Applicable Share (before deducting commissions or any other amounts).
Sample 1

Related to Per Share Adjustment

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

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

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

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.

  • 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.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • 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”.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

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

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

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • 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.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • 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.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

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

  • 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.

  • Final Share Level means the Share Level at the Valuation Time on the Valuation Date.

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.