Per Share Contingent Payment definition

Per Share Contingent Payment means, with respect to any Contingent Payment, an amount equal to such Contingent Payment divided by the Fully Diluted Share Number.
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Per Share Contingent Payment means, with respect to any Contingent Payment, an amount per share of Company Capital Stock or Unit equal to (a) if Series A Preferred Stock, one thousand (1,000) or, if Company Common Stock or a Unit, one (1), multiplied by (b) the quotient of (i) the applicable Contingent Payment divided by (ii) the Fully Diluted Share Number.
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Per Share Contingent Payment means, with respect to any Sales Contingent Payment, the amount equal to the quotient obtained by dividing (x) the applicable Sales Contingent Payment Amount for such Sales Contingent Payment, by (y) the Fully-Diluted Common Stock Number.
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Examples of Per Share Contingent Payment in a sentence

  • On the one (1) year anniversary of the Closing Date, Parent shall pay each Person that was a holder of Outstanding Common Shares, Outstanding Series A Preferred Shares, Options or Unauthorized Options at the Second Effective Time (the “Contingent Payment Recipients”) the Per Share Contingent Payment Amount for each such Outstanding Common Share, Outstanding Series A Preferred Share, Option or Unauthorized Option as provided for in Section 2.7 or 2.9, as the case may be.

  • At the Effective Time and subject to the ------------------ provisions of this Section 1.9, each holder of Converted Shares shall be entitled to receive additional consideration for such shares, if earned, in accordance with the following terms (the "Contingent Payment" and, when divided by the number of Converted Shares, the "Per Share Contingent Payment").

  • To the Secretary of the Union as elected from time to time and communicated to the employer in writing.

  • Each payment of any Per Share Contingent Payment Amount made to the Equity Award Holders shall be deemed a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2).

  • Until surrendered in accordance with this Section 1.5, each Certificate shall represent for all purposes only the right to receive the Cash Payment in cash multiplied by the number of Converted Shares evidenced by such Certificate, and the Per Share Contingent Payment for each such Converted Share, without any interest thereon.


More Definitions of Per Share Contingent Payment

Per Share Contingent Payment has the meaning set forth in Section 1.3(a)(iii).
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Related to Per Share Contingent Payment

  • Contingent Payment shall have the meaning set forth in Section 2.2(a).

  • Contingent Payments has the meaning set forth in Section 2.05(b).

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

  • 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.

  • 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.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Dividend Amount means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Initial Dividend Payment Date means the Initial Dividend Payment Date as determined by the Board of Directors of the Corporation with respect to the AMPS or Other AMPS, as the case may be.

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • 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.

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

  • 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.

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

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Dividend Payment means dividends (in cash, Property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of stock of the Company or of any warrants, options or other rights to acquire the same (or to make any payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market or equity value of the Company or any of its Subsidiaries), but excluding dividends payable solely in shares of common stock of the Company.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Dividend Payment Date means February 15, May 15, August 15 and November 15 of each year.

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

  • Share Consideration has the meaning given to it in Section 2.2;