Unadjusted Shares definition

Unadjusted Shares has the meaning set forth in Section 3.1.
Sample 1Sample 2Sample 3
Unadjusted Shares means 185,714,286 shares of Acquiror Common Stock, representing the number of shares of Acquiror Common Stock (valued at Closing at $0.35 per share of Acquiror Common Stock) with an aggregate value equal to $65,000,000.00.
Sample 1
Unadjusted Shares means 185,714,286 shares of Acquiror Common Stock, representing the number of shares of Acquiror Common Stock (valued at Closing at $0.35 per share of Acquiror Common Stock) with an aggregate value equal to $65,000,000.00. -18-
Sample 1

Examples of Unadjusted Shares in a sentence

  • On or before ninety (90) days after the Closing, the Company shall prepare and deliver to the Contributor Representative a final settlement statement (the “Final Settlement Statement”), showing the actual adjustments required to be made to the Unadjusted Shares pursuant to Section 3.2(a) and Section 3.2(b) (and any supporting calculations and documentation) and the resulting final Stock Consideration (the “Final Consideration”).

  • In lieu of any Unadjusted Shares or Adjusted Shares, as the case may be, Buyer Parent may substitute as payment a wire transfer of immediately available funds equal to 95.1585977% of the Stock Purchase Price of such Unadjusted Shares or Adjusted Shares.

  • The shares subject to the Unadjusted Shares shall be first satisfied with all of the Non-Participating Holder's Series E, if any, then Series D, if any, then Series C, if any, and then Series B, if any.

  • With respect to the motivation of a government or public body to engage in a particular transaction, such motivation is not relevant for evaluating whether the government price is acceptable.

  • In the event the Closing Date is subsequent to the Record Date, the Unadjusted Shares Deliverable should be multiplied by the following Adjustment Ratio to compensate Comcast for the distribution of AWS Common Stock to holders of AT&T Common Stock as of the Record Date.

  • Except for the acquisition of the Adjusted Shares or Unadjusted Shares, from the Effective Date Sellers shall not, and shall cause Seller’s Affiliates not to, buy or sell any Shares (whether through a short sale or otherwise) from the Effective Date through the date which is thirty (30) days after the earlier of the Closing Date and the Expiration Date.

  • The aggregate number of shares of Series B, Series C, Series D and Series E that shall be converted into Unadjusted Shares shall equal (x) the total number of shares of Preferred Stock held by such Non-Participating Holder (the "Preferred Holdings") less (y) an amount equal to the Preferred Holdings multiplied by a fraction of which (1) the numerator is the Purchased Allocated Securities (as defined below) and (2) the denominator is such Non-Participating Holder's Offered Securities (as defined below).

  • Except for the acquisition of the Adjusted Shares or Unadjusted Shares, from the date hereof Sellers shall not, and shall cause Seller’s Affiliates not to, buy or sell any Shares (whether through a short sale or otherwise) from the date of this Agreement through the date which is thirty (30) days after the earlier of the Closing Date and the Expiration Date.

Related to Unadjusted Shares

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

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

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • 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.

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

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • 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)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • 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”.

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

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • 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.

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

  • 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”.

  • 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.

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

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.