Common Stock Per Share Value definition

Common Stock Per Share Value means an amount equal to a fraction, the numerator of which is the sum of (i) the Common Merger Consideration and (ii) the aggregate exercise price of the In-the-Money Options at the time of measurement, and the denominator of which is the sum of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(b) and (y) the number of vested shares of Company Common Stock issuable upon exercise of the In-the-Money Options at the time of measurement.
View Source
Common Stock Per Share Value shall be the average closing price per share of Purchaser Common Stock (rounded to the nearest whole cent) on Nasdaq (as reported in the West Coast edition of The Wall Street Journal, or, if not reported therein, any other authoritative source selected by Purchaser) for the ten (10) trading days ending on the trading day immediately prior to (and excluding the date of) the Closing Date.
View Source
Common Stock Per Share Value shall have the meaning as specified in Section 2.2(a)(iv).
View Source

Examples of Common Stock Per Share Value in a sentence

  • If a holder of Dissenting Shares so fails to perfect, effectively withdraws or otherwise becomes ineligible for such dissenters’ rights, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted into and represent the right to receive the Common Stock Per Share Value, without interest, upon the surrender of the certificates representing such shares.

  • As used in this Agreement, "TARGET OPTION EXCHANGE RATIO" shall mean the quotient derived by dividing (i) the Target Common Stock Per Share Value by (ii) the Adjusted Closing Stock Price.

  • As of the Effective Time, each holder of a certificate representing such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Stock Per Share Value for each share of Common Stock represented by such certificate in accordance with the terms and conditions of this Agreement, upon surrender of such certificate in accordance with Section 1.4 below, without interest.

  • In connection with any conversion, the Depositor will furnish information to the Debenture Trustee and the Conversion Agent establishing the TMP Common Stock Per Share Value (and, if appropriate, that the Floor is to be used instead of such TMP Common Stock Per Share Value), and the Debenture Trustee and Conversion Agent shall be authorized and entitled to conclusively rely thereon.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive cash in an amount equal to the Common Stock Per Share Value (determined as of the Effective Time).

  • For the purpose of determining the number of General Escrow Shares to be delivered to Parent in fulfillment of a claim for indemnification hereunder, each Escrow Share shall be valued at an amount equal to the Parent Common Stock Per Share Value.

  • For purposes of this Article 3, (i) each share of Preferred Stock in the Aggregate Preferred Stock Consideration Fund shall be valued at the Stated Preferred Per Share Value and (ii) each share of Purchaser Common Stock in the Aggregate Common Stock Consideration Fund shall be valued at the Purchaser Common Stock Per Share Value.

  • In connection with any conversion, the Company will furnish information to the Trustee and the Conversion Agent establishing the TMP Common Stock Per Share Value (and, if appropriate, that the Floor is to be used instead of such TMP Common Stock Per Share Value), and the Trustee and Conversion Agent shall be authorized and entitled to conclusively rely thereon.


More Definitions of Common Stock Per Share Value

Common Stock Per Share Value means the quotient determined by dividing (A) the Common Stock Merger Consideration by (B) the sum of (x) the number of shares of Common Stock issued and outstanding and (y) the Preferred Stock Common Stock Equivalents.
View Source
Common Stock Per Share Value means the difference between the Aggregate Purchase Price and the sum of (A) the Series A Preference and (B) the Series C Preference, divided by the total number of shares of Company Common Stock that would be issued and outstanding on the Closing Date assuming the exercise, conversion or exchange of all Common Stock Equivalents for or into Company Common Stock.
View Source
Common Stock Per Share Value means an amount in cash equal to (i) (a) the Estimated Closing Consideration, plus (b) the aggregate amount of the per share exercise price of all in-the-money Warrants issued and outstanding as of immediately prior to the Effective Time, minus (c) the Series A Liquidation Preference Amount, minus (d) the Series B Liquidation Preference Amount, divided by (ii) the Fully-Diluted Common Stock.
View Source

Related to Common Stock Per Share Value

  • 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)(ii) below) and the holders of not less than 50% 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.

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

  • 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.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.