Designated Parent Stock Price definition
Designated Parent Stock Price shall be the average of the closing sale prices of a share of Parent Common Stock (weighted by the number of shares traded on each of such days) as reported on the Nasdaq National Market for each of the five consecutive trading days immediately preceding one business day prior to the Closing Date; provided, however, if such price is greater than $15.30, the Designated Parent Stock Price shall be $15.30, and if such price is less than $14.00, the Designated Parent Stock Price shall be $14.00.
Designated Parent Stock Price means the average of the closing sale prices of a share of Parent Common Stock as reported on the Nasdaq National Market over the 5 consecutive trading days immediately preceding the Closing Date.
Designated Parent Stock Price means $1.00.
Examples of Designated Parent Stock Price in a sentence
In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Designated Parent Stock Price.
Notwithstanding the preceding sentence, for purposes of the payment of Escrow Shares in satisfaction of such indemnification obligations, the Escrow Shares shall be valued at the Designated Parent Stock Price.
In the event the Designated Parent Stock Price (calculated at the time of claim for indemnification) is greater than $15.30, any claims for indemnification against the Shareholder pursuant to SECTION 9.2 may first be satisfied from the Escrow Shares at the Shareholder's option.
For purposes of this Section 1.11, the "Designated Parent Stock Price" shall be the weighted average of the closing sale prices of a share of Parent Common Stock as reported on the Nasdaq SmallCap Market for each of the 20 consecutive trading days ending on the 10th day immediately preceding the Closing Date.
In addition to the other termination rights provided elsewhere in this Agreement, in the event the Designated Parent Stock Price (as defined below) is less than $3.25 or greater than $6.25, this Agreement may be terminated by either Parent, or the Company, upon written notice delivered not less than three (3) business days prior to the Closing Date.
More Definitions of Designated Parent Stock Price
Designated Parent Stock Price shall have the meaning given it in Section 1.5(b)(ix) of the Agreement. EDS WARRANT. "EDS Warrant" shall mean the warrant exercisable for the purchase of 25,000 shares of Company Common Stock at a price of $4.00 per share, issued on July 27, 1994 to Electronic Data Systems Corporation ("EDS") in full satisfaction of the Company's obligations under Section 6.1 of the Software and Services Agreement dated March 28, 1994 between the Company and EDS. EFFECTIVE TIME. "Effective Time" shall have the meaning given it in Section 1.3 of the Agreement. ENCUMBRANCE. "Encumbrance" shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). ENTITY. "Entity" shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity. ESCROW AGENT. "Escrow Agent" shall mean the First National Bank of Boston or another escrow agent mutually agreed upon by Parent and the Company. EXCHANGE ACT. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. EXPIRATION DATE. "Expiration Date" shall mean (a) as to the representations and warranties contained in Sections 2.4, 2.7 and 3.3(b) of the Agreement, the earlier of (i) the date KPMG Peat Marwick formally issues its opinion in Parent's report on Form 10-K for the first fiscal year which includes financial results with Parent and the Company combined and (ii) the date 135 days following the Closing Date; and (b) as to all other representations and warranties contained in Sections 2 and 3 of the Agreement, the date 135 days following the Closing Date (such date of expiration in both cases being referred to as the "Expiration Date" herein). FINAL DATE. "Final Date" shall have the meaning given it in Section 8.1 of the Agreement. FINAL TRANSACTION COSTS SCHEDULE. "Final Transacti...
Designated Parent Stock Price shall be the average of the closing sale prices of a share of Parent Common Stock as reported on The Nasdaq National Market System for each of the ten consecutive trading days ending on the third trading date preceding the Closing Date. (x) The "Series A Liquidation Preference" shall be the aggregate dollar Series A Liquidation Preference of all shares of Series A Preferred Stock in accordance with Article IV, paragraph 2 of the Company Articles ("Art. IV, para. 2") of any shares of Series A Preferred Stock that are still outstanding at the Effective Time (after the conversion of Series A Preferred Stock into Company Common Stock has 3 10 occurred). The "Series A Liquidation Preference Per Share" shall be the amount of such Series A Liquidation Preference applicable to a particular share of such still outstanding Series A Preferred Stock.
Designated Parent Stock Price shall be the closing sales price of one share of Parent Common Stock as reported on the Nasdaq National Market on the Closing Date.
Designated Parent Stock Price shall be the 30-day average closing sale prices of a share of Parent Common Stock as reported on the Nasdaq Stock Market during the 30 trading days ending ten calendar days prior to the Closing.
Designated Parent Stock Price shall be the fair market value of the Escrow Shares, as determined in good faith by a majority of the members of the Parent Board at the time of the first release of Escrow Shares from the escrow account; provided, however, that if upon notice to the Stockholder Representative of calculation of the Designated Parent Stock Price the Stockholder Representative objects to such determination, the Stockholder Representative may engage an independent appraisal firm or investment banking firm, which appraiser shall be unaffiliated with the parties, such selection to be made within 10 days of receipt of notice of the Designated Parent Stock Price. The reasonable cost of such appraisal shall be borne by Parent. The Stockholder Representative shall cause the appraiser to determine independently the Designated Parent Stock Price within fifteen (15) days after the time of its appointment. If the Parent Board and the Stockholder Representative are unable to reach an agreement as to such appraisal, then two appraisers will be appointed within five (5) business days thereafter, one each by the Parent Board and the Stockholder Representative. Each party will bear the expenses of the appraiser selected by such party. Each of the Parent Board and the Stockholder Representative will cause their appraiser to determine independently the Designated Parent Stock Price within fifteen (15) days after the time of their appointment. The average of such two (2) appraised values shall be binding on all parties concerned as the Designated Parent Stock Price.
Designated Parent Stock Price shall be the weighted average sale price of a share of Parent Common Stock as reported on the Nasdaq National Market for the period of five consecutive trading days ending on and including May 12, 2005.
Designated Parent Stock Price shall be the average of the closing sale price of a share of Parent Common Stock as reported on the NASDAQ National Market for each of the Signing Date and the four (4) consecutive trading days prior to the Signing Date. By way of example of the above only, in the event the Adjusted Fully Diluted Company Share Amount is 2,600,000 shares and the Designated Parent Stock Price is Eight and 50/100 Dollars ($8.50), then the Applicable Fraction would be 0.40724, which is the fraction obtained by dividing 2,600,000 into 1,058,824 (9,000,000 divided by Eight and 50/100 Dollars ($8.50)).