Applicable Closing Price definition
Examples of Applicable Closing Price in a sentence
All calculations and determinations of the Applicable Closing Price shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.
Promptly after the calculation of the Applicable Closing Price, the Company shall give the Purchase Contract Agent notice thereof.
Instead of any fractional share of Common Stock which would otherwise be deliverable upon settlement of any Purchase Contracts on the Purchase Contract Settlement Date or upon Early Settlement or Merger Early Settlement, the Company, through the Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount equal to the value of such fractional shares times the Applicable Closing Price.
All calculations and determinations of the Settlement Rate and the Applicable Closing Price shall be made by the Company or its agent based on their good faith calculations, and the Purchase Contract Agent shall have no responsibility with respect thereto.
Promptly after the calculation of the Settlement Rate and the Applicable Closing Price, the Company shall give the Purchase Contract Agent notice thereof.
If an adjustment is made to the Settlement Rate or the Early Settlement Rate, as applicable, pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.5(a), an adjustment shall also be made to the Applicable Closing Price solely to determine which of clauses (1), (2) or (3) of the definition of Settlement Rate or the Early Settlement Rate, as applicable, in Section 5.1 will apply on the Purchase Contract Settlement Date.
Instead of any fractional share of Ordinary Shares which would otherwise be deliverable upon settlement of any Purchase Contracts on the Purchase Contract Settlement Date or upon Early Settlement or Merger Early Settlement, the Company, through the Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount equal to the value of such fractional shares times the Applicable Closing Price.
After the Closing Date, Parent shall issue $45,000,000 in Incentive Shares in the form of Parent RSUs and/or Options Shares to be awarded to the employees of the Company prior to the Closing who become employees of Parent or an affiliate thereof following the Merger with the total number of Incentive Shares determined by dividing $45,000,000 by the Applicable Closing Price.
The total number of Transition Shares shall be determined by dividing $10,000,000 by the Applicable Closing Price.
For purposes of this Agreement, “In-the-Money Company Stock Option” means each stock option granted under the Company Stock Plans (whether vested or unvested) that is outstanding immediately prior to the Effective Time with an exercise price per share of Company Common Stock that is less than the Applicable Closing Price.