Share Valuation Method definition

Share Valuation Method means the valuation of the Buyer Shares based upon the average closing price of Buyer’s common stock as reported by NASDAQ (or, if no longer traded on such market, such other market or exchange as Buyer’s common stock may then be traded) over the sixty (60) trading days ending on the close of the trading day immediately prior.
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Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the Nasdaq Global Select Market over the 45 trading days ending on the trading day immediately prior to the Closing Date.
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Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market (or, if no longer traded on such market, such other market or exchange as Parent’s common stock may then be traded) over the forty-five (45) trading days ending on the close of the trading day immediately prior to the date upon which the Share Valuation Method is conducted; provided, however, that for purposes of valuing Parent Shares to be issued to the Shareholders as Earnout Payments, the value of each Parent Share shall be limited to a maximum of 115% and a minimum of 85% of the value of the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market over the forty-five (45) trading days ending on the close of the trading day immediately prior to the Closing Date (adjusted as appropriate to take into account the effect of any stock splits, reverse stock splits, stock dividends or other divisions or combinations of Parent Shares after the Closing Date). By way of example only, Exhibit H sets forth possible applications of the limitations contained in the foregoing proviso. “Shareholder Fundamental Representations” shall have the meaning set forth in Article III. “Shareholder Representative” shall have the meaning set forth in Section 1.13(a). “Shareholder Transmittal Letter” shall have the meaning set forth in Section 1.3(b)(i). “Shareholders” shall have the meaning set forth in the first paragraph of this Agreement. “Significant Person” shall mean a Person listed in Section 2.24 of the Disclosure Schedule. “Software Consultants” shall mean one of the following firms selected by the Shareholders Representative by written notice to Parent not more than thirty (30) days after Closing: JHD Group, Xxxxx Management Consulting, Inc., Deloitte, ECG Management Consultants, Inc., Gartner, Inc. or Xxxxx Group. “Strategic Objectives Payments” shall have the meaning set forth in Section 1.8(e). -61-
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Examples of Share Valuation Method in a sentence

  • If any such required payment by Sellers is not paid within five (5) Business Days following the date on which such payment is required to be made, Buyer shall have the right, but not the obligation, to setoff such amount owed by Sellers against and reduce the Closing Shares, dollar for dollar, using the Share Valuation Method, calculated as of the Closing Date.

  • When a complaint is made the Department’s Customer Service and Complaints Management team will register the complaint and then direct the complaint to the relevant council for resolution.

  • At the Closing, Buyer will issue to the Escrow Agent in book entry form, a number of Buyer Shares (the “Closing Shares”) with a total value equal to Twenty-Seven Million Dollars ($27,000,000) calculated as of the Closing Date using the Share Valuation Method (the “Closing Shares Amount”).

  • On the date of each payment of an Earnout Payment prior to the Escrow Termination Date, a number of Parent Shares to be issued to the Shareholders equal in value to twenty percent (20%) of the amount of such Earnout Payment (valuing such Parent Shares, for purposes of this Section 1.9(a), using the Share Valuation Method) shall be deposited with the Escrow Agent (collectively with the Initial Escrowed Shares, the “Escrowed Shares”).

  • For the avoidance of doubt, the Share Valuation Method will be applied as of the date on which EBITDA for the applicable period is finally determined pursuant to Section 1.8(g).

  • On the Closing Date, Parent shall deposit with the Escrow Agent a number of Parent Shares equal in value to $2,500,000 (valuing such Parent Shares, for purposes of this Section 1.9(a), using the Share Valuation Method) (the “Initial Escrowed Shares”).

  • If any such required payment by Sellers is not paid within five (5) Business Days following the date on which such payment is required to be made, Buyer shall have the right, but not the obligation, to setoff any such amount owed by Sellers against and reduce the Closing Shares, dollar for dollar, using the Share Valuation Method, calculated as of the Closing Date.

  • Shares (the “Closing Shares”) with a total value equal to Twenty-Seven Million Dollars ($27,000,000) calculated as of the Closing Date using the Share Valuation Method (the “C losing Shares Amount”).


More Definitions of Share Valuation Method

Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market (or, if no longer traded on such market, such other market or exchange as Parent’s common stock may then be traded) over the forty-five (45) trading days ending on the close of the trading day immediately prior to the date upon which the Share Valuation Method is conducted; provided, however, that for purposes of valuing Parent Shares to be issued to the Shareholders as Earnout Payments, the value of each Parent Share shall be limited to a maximum of 115% and a minimum of 85% of the value of the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market over the forty-five (45) trading days ending on the close of the trading day immediately prior to the Closing Date (adjusted as appropriate to take into account the effect of any stock splits, reverse stock splits, stock dividends or other divisions or combinations of Parent Shares after the Closing Date). By way of example only, Exhibit H sets forth possible applications of the limitations contained in the foregoing proviso.
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Related to Share Valuation Method

  • Company Valuation means $135,000,000.

  • MCE Valuation Period means, subject to any extension (as described in further detail in the Conditions), the period commencing from and including the moment upon which the Mandatory Call Event occurs and up to the end of the following trading session on the Index Exchange; and

  • Exercise Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Exercise Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non-waivable by either the Issuer or the Holder.

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Balance Computation Method We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the balance in the account each day. Compounding and Crediting: Interest is compounded daily and calculated on a 365/366 day basis. Interest is credited on a monthly basis.

  • Aggregate Industry Equivalent Unit Score is then calculated for each S&P Industry Classification, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

  • Auto-Call Valuation Date means, in respect of an Index and subject to the Adjustment Provisions, each day specified as such in the definition of Auto-Call Trigger Level, or if any such day is not a Scheduled Trading Day for such Index, the next following Scheduled Trading Day in respect of such Index.

  • Equivalent method means any method of sampling and analyzing for an air pollutant that has been demonstrated to the satisfaction of the commissioner and the U.S. EPA to have a consistent and quantitatively known relationship to the reference method under specific conditions.

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • Merger Valuation Period for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

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

  • Quarterly Valuation Date means the last Business Day of each February, May, August and November of each year commencing on the first such date next following the Date of Original Issue of a series of MTP , except with respect to delivery of Accountant’s Confirmation in which case “Quarterly Valuation Date” shall mean the last Business Day of such of the last Business Days of February, May, August and November in each year as is selected by S&P.

  • FX Valuation Date means the FX Calculation Date immediately following the respective Valuation Date.

  • MFP Valuation Date means the MFP Settlement Valuation Date;

  • Bid Valuation Date means January 15, 2010.

  • SPS AER Value means the Underlying Reference Value.

  • DBRS Equivalent Rating means, with respect to any date and any Person with respect to whom DBRS does not maintain a public Relevant DBRS Rating as of such date,

  • Valuation Cap means $8,000,000.

  • Initial Valuation Date means the Issue Date, provided that if such day is not an Exchange Business Day for a Share then the Initial Valuation Date for that Share will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event. See “DESCRIPTION OF THE NOTES – Market Disruption Event” below for further detail.

  • ST Valuation Date means the Redemption Valuation Date.

  • SPS Valuation Date means the SPS Redemption Valuation Date or the Strike Date, as applicable.

  • Annual Valuation Date means the Valuation Date each calendar year so designated by the Trust, commencing in the calendar year 2003.

  • Average value means the value which best represents the amount of the nutrient which a given food contains, and reflects allowances for seasonal variability, patterns of consumption and other factors which may cause the actual value to vary.

  • Integration Level means the Social Security taxable wage base for the Plan Year, unless the Employer elects a lesser amount in (A) or (B) below.

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.