Per Share Adjustment Amount definition

Per Share Adjustment Amount means an amount equal to (i) the Adjustment Amount divided by (ii) the number of issued and outstanding shares of Company Common Stock as of the Pricing Date, on a fully diluted basis (calculated after giving effect to the vesting of all Company Restricted Shares as a result of the Transactions).

Per Share Adjustment Amount means, with respect to a Company Share: (a) if the Final Closing Consideration is greater than the Estimated Closing Consideration, an amount equal to (i) the Final Closing Consideration minus the Estimated Closing Consideration, divided by (ii) the Adjusted Fully Diluted Share Total; or (b) if the Final Closing Consideration is less than or equal to the Estimated Closing Consideration, $0;

Per Share Adjustment Amount means an amount equal to US$10.00.

Examples of Per Share Adjustment Amount 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.

• 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.

• 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").

• The calculation of the Target Date Debt Amount, the Debt Adjustment Amount, the WC Adjustment Amount, the Per Share Adjustment Amount and the Per Share WC Adjustment Amount set forth in the Adjustment Certificate shall be binding on the parties, except to the extent of manifest error or fraud.

More Definitions of Per Share Adjustment Amount

Per Share Adjustment Amount has the meaning ascribed to that term in Schedule I.

Per Share Adjustment Amount means an amount equal to the Adjustment Amount divided by the Outstanding Shares (as defined below). "ADJUSTMENT AMOUNT" shall mean an amount, reasonably estimated, equal to the sum of the following items (each, an "ITEM"):

Per Share Adjustment Amount means an amount equal to the quotient of (x) the Aggregate Adjustment Amount divided by (y) the sum of (1) the aggregate number of Shares issued and outstanding immediately prior to the Effective Time plus (2) the aggregate number of Shares issuable with respect to the LFC Stock Options outstanding immediately prior to the Effective Time, assuming for purposes of this calculation that all outstanding LFC Stock Options are immediately exercisable and fully vested.

Per Share Adjustment Amount means, in the event that the Company Equityholders are entitled to payment pursuant to Section 2.6(b)(iv), an amount equal to the Final Closing Cash Consideration Adjustment, divided by the Fully Diluted Shares.

Per Share Adjustment Amount means (i) the Aggregate Adjustment Amount, divided by (ii) the aggregate number of Common Stock Equivalents Outstanding.

Per Share Adjustment Amount means a cash amount equal to (x) the Final Working Capital Excess, divided by (y) the Aggregate Share Count.

Per Share Adjustment Amount means the amount, if any, by which the Merger Consideration is increased or decreased pursuant to Sections 3.07(a) and 3.07(b).