Reference Share Offer Adjustment definition

Reference Share Offer Adjustment means (a) an adjustment to the Reference Shares attributable to each Debenture involved in a Reference Share Offer to include, immediately after the closing of the Reference Share Offer (before the proportionate reduction of such Reference Shares by the Reference Share Proportionate Reduction), the portion of the Average Transaction Consideration deemed received in such Reference Share Offer that consists of Common Equity Securities, and (b) a reduction in the number of Reference Shares which are the subject of a Reference Share Offer that are included in the Reference Shares attributable to each Debenture immediately prior to such Reference Share Offer by the Reference Share Proportionate Reduction.
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Reference Share Offer Adjustment means including as part of a reference share each share of publicly traded equity securities, if any, deemed to be distributed on or in respect of a reference share as average transaction consideration less the reference share proportionate reduction (as defined below).
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Reference Share Offer Adjustment means (a) an adjustment to the Reference Shares attributable to a Debenture, of the type subject to a Reference Share Offer, to include, immediately after the closing of such Reference Share Offer (but before the proportionate reduction of such Reference Shares by the Reference Share Proportionate Reduction), the portion of the Average Transaction Consideration deemed received in such Reference Share Offer that consists of Publicly Traded Common Equity Securities, and (b) a reduction in the number of such Reference Shares that, immediately prior to such Reference Share Offer, are attributable to each Debenture by the Reference Share Proportionate Reduction.
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Examples of Reference Share Offer Adjustment in a sentence

  • A "Reference Share Offer Adjustment" means including as part of a Reference Share each share of publicly traded equity securities, if any, deemed to be distributed on or in respect of a Reference Share as Average Transaction Consideration (as defined below) less the Reference Share Proportionate Reduction (as defined below).

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More Definitions of Reference Share Offer Adjustment

Reference Share Offer Adjustment means (a) an adjustment to the Reference Property attributable to each Debenture to include the portion of the Average Transaction Consideration received in a Reference Share Offer and (b) a reduction in the number of Reference Securities attributable to each Debenture immediately prior to the expiration of such Reference Share Offer by the Reference Share Proportionate Reduction.
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Reference Share Offer Adjustment has the meaning set forth in Section 501(e);
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Reference Share Offer Adjustment means (a) an adjustment to the Reference Shares attributable to each Debenture involved in a Reference Share Offer to include, immediately after the closing of the Reference Share Offer, the portion of the Average Transaction Consideration received in such Reference Share Offer that consists of Reference Shares, and (b) a reduction in the number of Reference Shares attributable to each Debenture involved in a Reference Share Offer immediately prior to such Reference Share Offer by the Reference Share Proportionate Reduction.
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Reference Share Offer Adjustment means (a) an adjustment to the Reference Shares attributable to each Debenture to include the portion of the Average Transaction Consideration received in a Reference Share Offer that consists of Reference Shares and (b) a reduction in the number of Reference Shares attributable to each Debenture prior to such Reference Share Offer by the Reference Share Proportionate Reduction.
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Reference Share Offer Adjustment means including as part of a Reference Share each share of publicly traded equity securities, if any, deemed to be distributed on or in respect of a Reference Share as Average Transaction Consideration (as defined below) less the Reference Share Proportionate Reduction (as defined below). "Average Transaction Consideration" deemed to be received by a holder of one Reference Share in a Reference Share Offer shall be equal to (i) the aggregate consideration actually paid or distributed to all holders of Reference Shares that participated in the Reference Share Offer, divided by (ii) the total number of Reference Shares outstanding immediately prior to the expiration of the Reference Share Offer and entitled to participate in such Reference Share Offer.
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Reference Share Offer Adjustment means that the Reference Shares attributable to one XXXX shall be adjusted so that: (i) each share of Publicly Traded Equity Securities, if any, deemed to be paid or distributed on or in respect of a Reference Share as the Designated Transaction Consideration shall itself become a Reference Share and (ii) the Reference Shares which are the subject of the applicable Reference Share Offer and attributable to one XXXX shall be reduced by the Reference Share Proportionate Reduction.
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Related to Reference Share Offer Adjustment

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Cash sale price means the price of a good or service a retail buyer would pay if he or she paid for the good or service in cash, and that is stated in a retail installment contract or in a sales slip or other memorandum furnished by a retail seller to a retail buyer pursuant to a retail charge agreement for that good or service. The cash sale price may include any taxes and charges for delivery, installation, servicing, repairs, alterations, or improvements.

  • Closing Sale Price means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

  • Offer Price has the meaning set forth in the Recitals.

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

  • Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Last Reported Sale Price of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

  • Time sale price means the total of the cash price of the goods and services or services, the finance charge, and the amounts, if any, included for insurance premiums and official fees.

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

  • 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.