Per Share Closing Purchase Price definition

Per Share Closing Purchase Price means (a) the Purchase Price payable at the Closing determined pursuant to Section 2.2 of the Purchase Agreement, divided by (b) the aggregate number of shares of Common Stock outstanding as of immediately prior to the Closing, on a fully diluted (and as-converted) basis, including the Rollover Shares; provided, that, for the avoidance of doubt, in calculating the aggregate number of shares of Common Stock outstanding as of immediately prior to the Closing, all Options that are “in the money” shall be treated as exercised.
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Per Share Closing Purchase Price means an amount equal to (a) the Purchase Price, divided by (b) the Fully Diluted Shares.
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Per Share Closing Purchase Price means an amount equal to (a) the Estimated Closing Purchase Price, minus the Seller Representative Amount, minus the IIA Holdback amount, minus the WSP Holdback Amount, plus the aggregate exercise price of all Company Options outstanding immediately prior to the Closing, plus the aggregate exercise price of all Warrants outstanding immediately prior to the Closing, divided by (b) the Fully Diluted Stock Number.
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Examples of Per Share Closing Purchase Price in a sentence

  • Upon the terms and subject to the conditions of this Agreement, in reliance on the representations, warranties and covenants of the parties contained herein, at the Closing the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, free and clear of all Encumbrances, and the Buyer shall purchase the Shares from the Sellers, for a per Share amount equal to the Per Share Closing Purchase Price.


More Definitions of Per Share Closing Purchase Price

Per Share Closing Purchase Price means the average of the closing sale prices of the Ordinary Shares on the TASE for the 15 consecutive Trading Days prior to the closing date of the Other SPAs (the “Other SPA Closing Date”) (i.e., excluding the Other SPA Closing Date).
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Per Share Closing Purchase Price means (a) $188,670,430 plus (i) the Book Value of Undeveloped Land plus (ii) the Capital Expenditures for New/Raze & Rebuild Stores, plus (iii) an amount equal to twenty-five percent (25%) of the sum of the Prepayment Penalties and Debt Defeasance Costs and the Unamortized Loan Costs (but in no event will the amount determined pursuant to this clause (iii) be more than $10,000,000), minus (iv) the Company Transaction Expenses, minus (v) the Prepayment Penalties and Debt Defeasance Costs, minus (vi) the amount expended for any equity repurchases or shareholder distributions by Company after June 2, 2007 (except that if the Closing has not occurred on or before December 21, 2007, other than any shareholder distributions made after December 21, 2007 not in excess in the aggregate of $0.35 per share, reduced appropriately on a per share basis to the extent any additional shares of Company Common Stock are issued following the execution and delivery of this Agreement) and prior to the Closing, minus (vii) income Taxes of Company and the Subsidiaries accrued through June 2, 2007 but not yet paid as of such date (such amount calculated pursuant to clause (a) of this Section 2.3 being the “Closing Purchase Price”) divided by (b) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (the “Total Company Shares”). No later than two (2) Business Days prior to the Closing Date, Company shall deliver to Parent a certificate executed by Company’s chief executive officer and chief financial officer, setting forth a calculation of each item referred to in the immediately preceding sentence which is relevant for purposes of determining the Closing Purchase Price. Such certificate shall be accompanied by such documentation and other evidence (including, in the case of the Company Transaction Expenses, releases or other documentation from third party providers as to the total amounts due to such providers in connection with the transactions contemplated hereby; provided, that Company shall not be required to deliver documentation containing attorney-client privileged information), reasonably satisfactory to Parent to enable Parent to confirm such calculations. The Closing Purchase Price will be based on such certified calculations as reasonably confirmed by Parent.
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Related to Per Share Closing Purchase Price

  • 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.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Initial 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 Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

  • 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.

  • 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.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

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

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • 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.

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

  • 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”.