Per Share Value definition

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 Value shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

Per Share Value shall be determined as follows: (1) If the Common Stock is actively traded on the National market or the SmallCap market of Nasdaq, each share of Common Stock shall be valued at the average of the last reported sale price (or, if not available, the average of the best bid and best ask prices) for each day during the ten (10) consecutive trading day period ending on the thirtieth (30th) trading day following commencement of active trading. (2) If the Common Stock is not traded on the National market or the SmallCap market of Nasdaq but is actively traded on the over-the-counter bulletin board, each share of Common Stock shall be valued at the average of the last reported sale price (or, if not available, the average of the best bid and best ask prices) for each day during the ten (10) consecutive trading day period ending on the thirtieth (30th) trading day following commencement of active trading. (3) If the Common Stock is not actively traded on the National market or SmallCap market of Nasdaq or on the over-the-counter bulletin board, but is traded on the pink sheets market, then each share of Common Stock shall be valued at the average of the last reported sale price (or, if not available, the average of the best bid and best ask prices) for each day during the ten (10) consecutive trading day period ending on the thirtieth (30th) trading day following commencement of active trading. (4) If the Common Stock is not actively traded on the National market or SmallCap market of Nasdaq, on the over-the-counter bulletin board, or on the pink sheets market for at least a thirty (30) day trading period within the 120 day period following the effective date of this Agreement, then the Per Share Value of each share of Common Stock shall be determined by an independent appraiser appointed by the Board of Directors of the Company. (5) The determination of the Per Share Value shall be made at the close of business on the last day of the ten consecutive trading day period referred to in (1), (2) or (3) above, whichever is applicable, or as of the close of business of the 120th day following the effective date of this Agreement if (4) above is applicable (the “Per Share Value Determination Date”).

Examples of Per Share Value in a sentence

• If the Company distributes to the holders of its Common Stock, other than as a part of its dissolution or liquidation or the winding up of its affairs, any of its assets (including cash), the Exercise Price per Warrant Share shall be reduced, without any further action by the parties hereto, by the Per Share Value (as hereinafter defined) of the dividend or distribution.

• For the purposes of this Section 5.3(b), the "Per Share Value" of any dividend or distribution other than cash shall be equal to the fair market value of such non-cash distribution on each share of Common Stock as determined in good faith by the Board of Directors of the Company; for dividends or distributions of cash, the Per Share Value thereof shall be the cash distributed per share of Common Stock.

• To the extent that the adjustment under Section 3.1(b) with respect to ordinary dividends would reduce the Exercise Price below the Initial Per Share Value, as adjusted from time to time, such adjustment shall not be made unless otherwise permitted under Section 409A of the Code.

• In the event that the Exercise Price is adjusted pursuant to Section 3.1(a) hereof, the Initial Per Share Value shall be similarly adjusted.

• In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Conversion Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Per Share Value shall be increased in such proportion.

More Definitions of Per Share Value

Per Share Value means, as of a Measurement Date, (x) in the event of a Change in Control, the Per Share Change in Control Value, (y) prior to a Public Company Event, the per share value as reasonably determined by the Board based on the applicable per share range as set forth in the applicable Valuation, and (z) prior to a Change in Control and following a Public Company Event, the highest 30-Day VWAP achieved during the calendar quarter in which the Post-Public Company Measurement Date occurs, as applicable.

Per Share Value means an amount equal to the sum of (i) fifty percent (50.0%) of the Per Share Cash Amount plus (ii) the product of (A) the Exchange Ratio, (B) the Average Parent Stock Price and (C) fifty percent (50.0%).

Per Share Value means the product of (i) the Exchange Ratio, multiplied by (ii) $10.00.

Per Share Value means the per share New York Stock Exchange closing price for the Company's common stock on the date of determination.

Per Share Value means the value per share of New Dana Holdco Common Stock as set forth in the Disclosure Statement, subject to modification by the Confirmation Order.

Per Share Value has the meaning given to it in Section 11.06(b).

Per Share Value means $86.43 representing the value of each share of Common Stock as of the date of this Agreement.