Warrant Exchange Amount definition

Warrant Exchange Amount means, with respect to any Assumed Warrant, rounded down to the nearest whole number, the number of whole shares of TSLU Common Stock equal to the product of (x) the number of shares of Chembio Common Stock that were issuable upon exercise of such Assumed Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio.
Sample 1Sample 2
Warrant Exchange Amount means, with respect to any Assumed Warrant, rounded up to the nearest whole number, the number of whole shares of SRSG Common Stock equal to the product of (x) the number of shares of BioSculpture Common Stock that were issuable upon exercise of such Assumed Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio. Pursuant to Title 8, Section 251 (c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger. FIRST: The name of the surviving corporation is BioSculpture Technology, Inc., and the name of the corporation being merged into this surviving corporation is Spirits Time Merger, Incorporated (STM, Inc.), a Delaware corporation.
Sample 1
Warrant Exchange Amount means the quotient obtained by dividing (a) the Warrant Consideration by (b) the Company Fully Diluted Shares. Additionally, each of the following terms is defined in the Section set forth opposite such term: Term Section $15 Earn Out Shares Section 2.10(a) $17.50 Earn Out Shares Section 2.10(a) $20 Earn Out Shares Section 2.10(a) A&R Company Dual Class Charter Section 1.4(a) A&R Company Investors’ Rights Agreement Section 5.17 Achievement Dates Section 2.10(b)(iii) Additional Parent Filings Section 5.11(e) Agreement Preamble Assumed Option Section 2.7(a)(i) Assumed Warrant Section 2.8(b) Audited Financial Statements Section 3.6(a)(ii) CBA Section 3.17(a) CCC Section 2.5(f) CEO Recitals CEO Affiliates Recitals CEO Group Recitals Certificate of Merger Section 1.2 Change in Recommendation Section 5.12 Closing Section 7.1 Closing Date Section 7.1 Closing Date Capitalization Statement Section 2.1 Closing Form 8-K Section 5.11(f) Closing Press Release Section 5.11(f) Code Recitals Company Preamble Company Affiliate Agreement Section 3.21 Company Certificate Section 2.5(b) Company Closing Certificate Section 6.3(c) Company Disclosure Documents Section 5.27 Company High Vote Stock Section 1.4(a) Company Intellectual Property Section 3.10(c) Company IP Agreements Section 3.10(d) Company Material Contracts Section 3.12(b) Company Material Trademarks Section 3.10(b) Company Option Section 2.7(a)(i) Company Recapitalization Section 2.11 Company Redemption Amount Recitals Company Restricted Stock Section 2.3(a) Company RSU Section 2.7(b)(i) Company Share Redemption Recitals Company Systems Section 3.10(h) Competing Buyer Section 5.20(a) Competing Company Section 5.20(b) DGCL Recitals Domestication Recitals Draft Closing Date Capitalization Statement Section 2.1 Dual Class Structure Recitals Earn Out Period Section 2.10(b)(i) Earn Out Shares Section 2.10(a) Effective Time Section 1.2 Exchange Agent Section 2.5(a) Exchange Agent Agreement Section 2.5(a) Exchange Agent Fund Section 2.4 FDA Section 3.26(a) Financial Statements Section 3.6(a) First Earn Out Achievement Date Section 2.10(b)(i) Indemnified Persons Section 5.10(a) Insurance Policies Section 3.20 Intended Tax Treatment Recitals Investors Recitals IRS Section 3.16(b)(v) Latest Balance Sheet Section 3.6(a)(i) Lease Section 3.9(c) Leased Real Property Section 3.9(b) Letter of Transmittal Section 2.5(b) Merger Section 1.1 Merger Consideration Section 2.2 Merger Sub Preamble Nonparty Affiliates Section 9.16 Outside...
Sample 1

More Definitions of Warrant Exchange Amount

Warrant Exchange Amount means, with respect to any Assumed Warrant, rounded down to the nearest whole number, the number of whole shares of BOTH Common Stock equal to the product of (x) the number of XCR Common Stock that were issuable upon exercise of such Assumed Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio.
Sample 1

Related to Warrant Exchange Amount

  • Party B Final Exchange Amount The Sterling equivalent of the Party A Final Exchange Amount converted by reference to the Dollar Currency Exchange Rate.

  • Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.

  • Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.

  • Party A Final Exchange Amount An amount in Dollars equal to the principal amount outstanding of the Relevant Notes on the Final Exchange Date (before taking into account any redemption on such day).

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Closing Market Price means the price at which the company’s security was last sold, on the applicable date,

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Initial Warrant Exercise Date means __________, 1997.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Option Exchange Ratio means the quotient of (i) the Common Per Share Consideration divided by (ii) the Acquirer Stock Price.

  • 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.

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.

  • 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. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

  • Relevant Exchangei means the respective Relevant Exchangei as specified in § 2 of the Product and Underlying Data.In the case of a material change in the market conditions at the respective Relevant Exchangei, such as a final discontinuation of the quotation of the respective Basket Componenti at the respective Relevant Exchangei and the quotation at a different stock exchange or considerablyrestricted liquidity, the Relevant Exchangei shall be substituted as the Relevant Exchangei by another exchange that offers satisfactorily liquid trading in the respective Basket Componenti (the "Replacement Exchange"); such exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In this case, any reference to the Relevant Exchangei in these Terms and Conditions shall from then on be deemed to refer to the Replacement Exchange.

  • Cash Exchange Payment means an amount in cash equal to the product of (i) the number of shares of Class A Common Stock into which the surrendered Paired Interests are exchangeable and (ii) the VWAP of the Class A Common Stock for the five consecutive full Trading Days immediately prior to the date of delivery of the relevant Notice of Exchange.

  • Daily Settlement Price means the settlement price for a Swap calculated each Business Day by or on behalf of BSEF. The Daily Settlement Price can be expressed in currency, spread, yield or any other appropriate measure commonly used in swap markets.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Ex-Dividend Date means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

  • Market Exchange Rate means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or other principal market for such currency or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • 10b-18 VWAP For any Exchange Business Day during the Unwind Period which is not a Suspension Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B acknowledges that Party A may refer to the Bloomberg Page “REG <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP. Settlement Currency: USD. Failure to Deliver: Inapplicable. Adjustments: