Calculation of Stock Consideration Clause Samples

Calculation of Stock Consideration. The Stock Consideration issuable at the Closing (as set forth on Exhibit B-1), as well as the per-share value of any additional Stock Consideration issuable as Adjustment Consideration, has been calculated by dividing (x) the dollar value in question by (y) $14.0761 (the “Stock Value”), which is the volume weighted average price per share, rounded to four decimal places, of the Common Stock on The NASDAQ Global Select Stock Market for the thirty (30) consecutive trading days ending on and including the trading day five (5) Business Days prior to the Closing Date, as reported by Bloomberg L.P. (or, if not reported therein, by another authoritative source mutually selected by the parties).
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Calculation of Stock Consideration. Should Purchaser exercise the Smokey Hills Option, the ▇▇▇▇▇▇▇ Option, or both, the stock consideration will be Purchaser’s common stock, the valuation of which will be determined at the option exercise(s), and will be the average closing bid price over the preceding twenty trading days as quoted by Bloomberg.
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Calculation of Stock Consideration. (i) The aggregate number of shares of Parent Common Stock to be issued to the Shareholders on the Closing Date (the "Initial Stock Consideration") shall be equal to the number obtained by dividing (i) $11,000,000 by (ii) $1.35. The aggregate Stock Consideration calculated in accordance with this subsection (b)(i) shall be issued to the Shareholders on the Closing Date pro rata in accordance with the Shareholders' ownership percentage in the Target immediately prior to the Effective Time. (ii) The aggregate number of shares of Parent Common Stock, if any, to be issued to the Shareholders on January 31, 2002 (the "Additional Stock Consideration" and, together with the Initial Stock Consideration, the Initial Supplemental Stock Consideration and the Additional Supplemental Stock Consideration the "Stock Consideration") shall be equal to the number, if any, by which (A) the number of shares obtained by dividing (i) $11,000,000 by (ii) the lower of (X) $1.35 or (Y) the higher of (1) the average closing sale price of the Parent Common Stock on the Nasdaq National Market System for the five business days prior to, but not including, January 28, 2002 or (2) $0.80 exceeds (B) the aggregate number of shares included in the Initial Stock Consideration. The aggregate Additional Stock Consideration, if any, calculated in accordance with this subsection (b)(ii) shall be issued to the Shareholders on January 31, 2002 pro rata in accordance with the Shareholders' ownership percentage in the Target immediately prior to the Effective Time.
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Calculation of Stock Consideration. No later than the fourth Business Day prior to the Closing Date, the Buyer shall deliver to the Seller a written statement setting forth the Buyer Closing Stock Price. The Seller shall have two Business Days from the receipt of such statement to provide the Buyer with any proposed corrections with respect thereto. The Buyer shall revise such statement to reflect any corrections so proposed by the Seller to the extent such proposed corrections are required to accurately calculate the Buyer Closing Stock Price (as defined in this Agreement). Such statement (and the amount of the Buyer Closing Stock Price set forth therein), as may be so revised, shall be final and binding on all Parties. Promptly following the finalization of the Estimated Closing Statement (and no later than the Business Day prior to Closing), the Buyer shall calculate and agree with Seller the number of shares of Buyer Common Stock that comprise each of the Closing Stock Consideration and the Indemnity Escrow Shares.
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Related to Calculation of Stock Consideration

  • Stock Consideration 3 Subsidiary........................................................................................................9

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Allocation of Consideration (i) Subject to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Holders and the selling Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Holder and the selling Holder as provided in Section 2.2(b), provided that if a Participating Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Holders and the selling Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Holder(s) and selling Holder(s) is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Holder(s) and selling Holder(s) upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding EMV Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding EMV Shares, then the Consideration to be paid per EMV Share shall be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. (b) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Xos Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding Xos Shares, then the Consideration to be paid per EMV Share shall be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. (c) If on or after the date hereof, EMV declares, sets aside or pays any dividend or other distribution to the EMV Shareholders of record as of a time prior to the Effective Time, then the Consideration shall be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. For greater certainty, if EMV takes any of the actions referred to above, the aggregate Consideration shall be decreased by an equivalent amount. (d) If on or after the date hereof, Xos declares, sets aside or pays any dividend or other distribution to the Xos Stockholders of record as of a time prior to the Effective Time, then the Consideration shall be appropriately adjusted to provide to EMV Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration. For greater certainty, if Xos takes any of the actions referred to above, the aggregate Consideration shall be increased by an equivalent amount. (e) Following the final determination of the Net Cash as of the Anticipated Effective Time in accordance with Section 2.15 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Xos and EMV shall mutually agree on the form and substance of a press release setting forth the anticipated Consideration as of the Anticipated Effective Date, which the Parties shall cause to be publicly disclosed and file on Form 8-K as early as practicable prior to the EMV Meeting and the Xos Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable law).

  • Reduction of Consideration Contractor agrees that County shall have the right to deduct from any payments contracted for under this Contract any amount owed to County by Contractor as a result of any obligation arising prior or subsequent to the execution of this contract. For purposes of this paragraph, obligations arising prior to the execution of this contract may include, but are not limited to any property tax, secured or unsecured, which tax is in arrears. If County exercises the right to reduce the consideration specified in this Contract, County shall give Contractor notice of the amount of any off-set and the reason for the deduction.