Per Share Payment definition

Per Share Payment means, with respect to each Share, an amount equal to the quotient of (a) the sum of (i) the Estimated Purchase Price plus (ii) the Aggregate Option Exercise Price minus (iii) the Escrow Amount divided by (b) the number of Shares outstanding as of immediately prior to the Closing (including the aggregate number of Shares that all in-the-money Company Options are exercisable into as of immediately prior to the Closing).
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Per Share Payment has the meaning set forth in Section 2.1(a).
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Per Share Payment means the quotient obtained by dividing the Aggregate Merger Consideration by the sum of (A) the number of shares of Company Common Stock outstanding immediately prior to the Closing that are held by all stockholders of the Company, and (B) the number of shares of Company Common Stock (including the Teknekron Shares) subject to Company Options bought out by Parent under Section 1.3(b). To determine the amount of consideration payable to a particular stockholder or option holder under this Section 1.3, the Per Share Payment shall be multiplied by the number of shares of Company Common Stock held by such stockholder or subject to an unexercised Company Option, as the case may be, and in the case of Company Common Stock that has been purchased by such stockholder with a Promissory Note, reduced by the amount the Parent pays down the outstanding balance of such Promissory Note under Section 1.3(a)(iii) on behalf of such stockholder and in the case of unexercised Company Option reduced by the aggregate exercise price payable with respect to such Company Option and then rounded to the nearest whole cent.
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Examples of Per Share Payment in a sentence

  • Upon payment by the Company to the Rights Agent of the Xxxxx Net Litigation Proceeds for further distribution by the Rights Agent to the Holders, Parent and the Company shall thereafter have no further obligations with respect to such CVRs and the payment of the Xxxxx CVR Per Share Payment Amount.

  • Parent shall then promptly establish the CVR Payment Date with respect to the payment of the Xxxxx CVR Per Share Payment Amount to the Holders that is within 15 Business Days following the date of delivery of the CVR Notice and shall deliver the Xxxxx Net Litigation Proceeds to the Rights Agent on the Business Day immediately preceding the CVR Payment Date.

  • The Holders shall receive a CVR for each share of Common Stock, other than a Waived Share, held by them immediately prior to the Effective Time, and each such CVR shall represent the right of the Holder thereof to receive, in respect of each CVR held by such Holder, the Xxxxx CVR Per Share Payment Amount (if any) if and when payable pursuant to this Agreement.

  • Each Holder shall be entitled to receive an aggregate amount in cash equal to (i) the number of CVRs held by them as reflected in the CVR Register times (ii) the Xxxxx CVR Per Share Payment Amount, which amount will be paid to such Holder, without interest and net of any appliable withholding, by the Rights Agent by check mailed to the address of each Holder as reflected on the CVR Register as of the close of business on the last Business Day prior to the CVR Payment Date.

  • In the event the aggregate Dissenting Per Share Payment is greater than the amounts set forth next to such Dissenting Stockholder’s name on Exhibit 1.6, the balance of the Dissenting Per Share Payments due to such Dissenting Stockholder shall be reimbursed to the Buyer pursuant to the indemnification provisions of this Agreement for payment to the Dissenting Stockholder in whose name such Dissenting Shares are registered.

  • Thereafter, any Shareholder who has not theretofore exchanged its Shares in accordance with this Article III shall thereafter look only to Parent for payment of the applicable Initial Per Share Payment upon due surrender of their Certificates (or affidavits of loss in lieu thereof) and to Parent for the applicable Per Share Holdback Payments, if any, in each case, without any interest thereon.

  • Except for the portion of any such fees and expenses included in the calculation of the Per Share Payment, such Minority Securityholder does not have any Liability to pay any fees or commissions to any broker, finder or agent with respect to this Agreement or the transactions contemplated hereby.

  • Please note that there is a minimum share purchase requirement of 1,000 shares.) Subscription Price Number of Rights Per Share Payment ----------------------- ---------------------- --------------------- Basic Subscription Privilege: _________________x $_____ = $__________ Over-Subscription Privilege _________________x $_____ = $__________ Total Payment Required = $__________ (Must equal total of amounts in Boxes 3 and 4 below).

  • Each holder of Company Common Stock as of immediately prior to the Effective Time shall be paid the Closing Per Share Payment for each share owned by such holder in accordance with the procedures set forth in Section 3.1. The balance, if any, of the Final Per Share Merger Consideration remaining after payment of the Closing Per Share Payment, shall be paid to such holders of Company Common Stock as set forth below in Section 3.3.

  • Dividends Paid Dividend High Low Per Share Payment Date ----------------------------------------------------------------------------------------------------------------------- FISCAL YEAR 1995 Fourth Quarter .


More Definitions of Per Share Payment

Per Share Payment means, with respect to any share of Company Capital Stock, the amount that would be distributed in respect of such share pursuant to Article FOURTH, Section B.2 of the Amended and Restated Certificate of Incorporation upon the consummation of a Deemed Liquidation Event (as defined in the Amended and Restated Certificate of Incorporation) that gives rise to an aggregate distribution amount equal to the Aggregate Closing Consideration Value, with such amount calculated as of immediately prior to the Effective Time and prior to giving effect to any cancellation of Rollover Shares. For the avoidance of doubt, (i) the Per Share Payment payable with respect to a share of each class or series of Company Capital Stock will be properly set forth on the Closing Consideration Schedule (including with respect to each Stockholder’s contingent right to disbursements from the Indemnity Escrow Account and of the Representative Expense Fund) and (ii) all shares of Company Common Stock subject to Company Warrants or In-the-Money Options or deemed to be subject to an Option Award Promise outstanding as of immediately prior to the Effective Time and the transactions contemplated by the Contribution and Exchange Agreement will be considered as outstanding for purposes of calculating the Per Share Payment.
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Related to Per Share Payment

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

  • Per Share Amount has the meaning set forth in the Recitals.

  • 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 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.

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

  • 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.

  • 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.

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

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

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • 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”.

  • 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”.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • 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.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Common Share means one share of the common stock of the Company.

  • Net Share Amount For any Exercise Date, a number of Shares, as calculated by the Calculation Agent, equal to (x) the product of (i) the number of Warrants being exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) the excess, if any, of the Relevant Price for the Valuation Date occurring on such Exercise Date over the Strike Price (such product, the “Net Share Settlement Amount”), divided by (y) such Relevant Price.

  • Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;

  • PRE-PAYMENT The Tenant shall: (check one)

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