Public Offering Price Per Share definition

Public Offering Price Per Share means, with respect to any Qualified Offering, the gross public offering price per share of Common Stock paid by public investors in such Qualified Offering, (i) prior to deducting any underwriting discounts or commissions, any placement agent or other fees or commissions, and any other offering fees or expenses payable by the Company in connection with such Qualified Offering and (ii) excluding (A) any amounts paid or payable by public investors in the Qualified Offering for any Options or Convertible Securities sold to the public investors in such Qualified Offering, whether such Options or Convertible Securities are sold as a unit or otherwise together with the Common Stock sold in such Qualified Offering, in any combination, or otherwise, and (B) any amounts paid or payable for any shares of Common Stock that may be acquired pursuant to the exercise or conversion of any Options or Convertible Securities sold to the public investors together with the Common Stock in such Qualified Offering (not taking into account any cashless exercise provisions).
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Public Offering Price Per Share means the lowest price per share of Common Stock paid by the public investors in the registered public offering; it being understood however that if there is more than one type of security purchased by the investors in the registered public offering (excluding for the avoidance of doubt any securities issued to the applicable investment bank, placement agent or similar financial advisor) and either the price per share of Common Stock is not agreed upon in the registered public offering (such as if securities were sold as a unit) or the price per share of Common Stock is agreed upon but such price does not for adjustment purposes reflect a reliable price for the purchase of Common Stock separately due to such Common Stock not being the primary security in the registered public offering, the price per share of the Common Stock issued in the registered public offering shall be the implied price per share of the Common Stock which shall be reasonably calculated by the Company in its sole discretion (including through backing out the value of the non-common securities, such as through Black Scholes valuation).
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Public Offering Price Per Share means the Unit offering price in the Public Offering divided by the number of shares of common stock included in the Unit. This Agreement shall also terminate with respect to paragraphs (i), (ii), and (iii) above if after the closing of the Public Offer the average of the last reported sales price for the Company's common stock equals or exceeds 200% of the Public Offering Price Per Share (as defined above) for twenty consecutive trading days. The undersigned hereby agrees to the placement of a legend on the certificates representing the Securities to indicate the restrictions on resale of the Securities imposed by this agreement and/or the entry of stop transfer orders with the transfer agent and the registrar of the Company's securities against the transfer of the Securities except in compliance with this agreement. In the case of any Securities for which the undersigned is the beneficial but not the record holder, the undersigned agrees to cause the record holder to authorize the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on its books and records with respect to such Securities. To the extent that the undersigned has any rights with respect to the registration of any Securities pursuant to any agreement with the Company, and to the extent that such agreement and the rights conferred thereunder may be inconsistent with the terms of this letter agreement, the undersigned agrees that the terms herein shall govern. The undersigned hereby represents and warrants that (a) all of the Securities held by such person are listed on the attached Annex 1; (b) the undersigned has full power and authority to enter into this letter agreement, and (c) the undersigned will execute any additional documents necessary or desirable in connection with the enforcement of this letter agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. If this agreement is acceptable to the Underwriter, please sign the form of acceptance below and deliver one of the counterparts hereof to me. This will become a binding agreement between us upon execution by each of the parties hereto. Very truly yours, (Signature) (Print Name) AGREED to and ACCEPTED this day of 2004 THE SHEMANO GROUP, INC. By Authorized Signature Annex 1 List o...
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Examples of Public Offering Price Per Share in a sentence

  • Upon the first closing of the sale of shares of common stock of the Borrower (“Common Stock”) in a Qualifying Public Offering (as hereinafter defined), (i) the entire outstanding Principal Amount of this Note shall automatically be converted into a number of shares of Common Stock determined by dividing (x) the outstanding Principal Amount of this Note by (y) an amount equal to the product obtained by multiplying (A) the Qualifying Public Offering Price Per Share and (B) 0.80.

  • Public Offering Price Per Share Price Per Share Paid by Underwriters Discount Per Share [EXHIBIT A [Form of Forward Agreement(s)] ___________, 200__ To: American Capital Strategies, Ltd.

  • If the public offering is a Qualified Public Offering, the corporation shall also give each holder of record of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock written notice to such effect, specifying the Qualified Public Offering Price Per Share, not later than the date of the closing of such Qualified Public Offering.

  • Such notice shall set forth a summary of the proposed terms of such public offering, including the anticipated Initial Public Offering Price Per Share (which may be expressed as a range of anticipated prices) for the Class A Common Stock.

  • Thereafter, the corporation shall give such holders prompt written notice of any material changes in the proposed terms of such public offering, including any change in the anticipated Initial Public Offering Price Per Share.

  • Underwritten Shares: [•] shares Option Shares: [•] shares Public Offering Price Per Share: $[•] Annex B Written Testing-the-Waters Communications [HilleVax TTW Investor Presentation] Exhibit A Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), HilleVax, Inc.

  • Underwritten Shares: [●] Option Shares: [●] Public Offering Price Per Share: $[●] Annex B Written Testing-the-Waters Communications None.

  • Underwritten Shares: [●] shares Option Shares: [●] shares Public Offering Price Per Share: $[●] Annex B Written Testing-the-Waters Communications November 2022 Testing the Waters Presentation.

  • Underwritten Shares: [•] Option Shares: [•] Public Offering Price Per Share: $[•] Annex B Written Testing-the-Waters Communications [●] ANNEX C Century Therapeutics, Inc.

  • Public Offering Price Per Share: $29.00 Number of Underwritten Shares Purchased by the Underwriters: 6,896,552 Number of Option Shares: 1,034,482 Annex A-1 Annex B Written Testing-the-Waters Communications None.

Related to Public Offering Price Per Share

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Price Per Share shall have the meaning ascribed to such term in Section 2.1.

  • Offering Price has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Exercise Price Per Share ; hereinafter "Exercise Price" means the exercise price with respect to all Shares acquired pursuant to each exercise of the Option).

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

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

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • 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.

  • 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.

  • Current Per Share Market Price of any security (a "Security" for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(j), as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • 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”.

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Share Price means any price of the Share as published by the Exchange.

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

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • 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”.

  • SAR Price means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;