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).
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Per Share Adjustment Amount means an amount equal to US$10.00.
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Per Share Adjustment Amount has the meaning ascribed to that term in Schedule I.
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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 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.

  • 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.

  • 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.

  • 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"), ▇▇▇▇▇▇▇ Company, a Delaware corporation ("Parent"), and Kansas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").


More Definitions of Per Share Adjustment Amount

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;
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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.
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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"):
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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 applicable Future Contingent Payment Per Share Amount, calculated using the Final Closing Cash Consideration Adjustment as the numerator.
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Per Share Adjustment Amount has the meaning ascribed to such term in Section 2.2(a) of this Agreement.
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Per Share Adjustment Amount means the positive amount, if any, obtained by subtracting (a) the amount of the Closing Per Share Merger Consideration, from (b) the amount that the Closing Per Share Merger Consideration would have been had it been calculated using the amounts of the Net Working Capital and Cash as finally determined pursuant to Section 2.14.
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Per Share Adjustment Amount means the quotient of (a) the Adjustment Amount divided by (b) the sum of (i) the aggregate number of Cargo Common Shares held by the Significant Shareholders immediately prior to the Closing, plus (ii) the aggregate number of Cargo Common Shares subject to Cargo Options held by the Significant Shareholders immediately prior to the Closing, plus (iii) the aggregate number of Cargo Common Shares subject to Cargo Warrants held by the Significant Shareholders immediately prior to the Closing.
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