Share Valuation Method definition

Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the Nasdaq Global Select Market over the 45 trading days ending on the trading day immediately prior to the Closing Date.
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Share Valuation Method means the valuation of the Buyer Shares based upon the average closing price of Buyer’s common stock as reported by NASDAQ (or, if no longer traded on such market, such other market or exchange as Buyer’s common stock may then be traded) over the sixty (60) trading days ending on the close of the trading day immediately prior.
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Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market (or, if no longer traded on such market, such other market or exchange as Parent’s common stock may then be traded) over the forty-five (45) trading days ending on the close of the trading day immediately prior to the date upon which the Share Valuation Method is conducted; provided, however, that for purposes of valuing Parent Shares to be issued to the Shareholders as Earnout Payments, the value of each Parent Share shall be limited to a maximum of 115% and a minimum of 85% of the value of the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market over the forty-five (45) trading days ending on the close of the trading day immediately prior to the Closing Date (adjusted as appropriate to take into account the effect of any stock splits, reverse stock splits, stock dividends or other divisions or combinations of Parent Shares after the Closing Date). By way of example only, Exhibit H sets forth possible applications of the limitations contained in the foregoing proviso.
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Examples of Share Valuation Method in a sentence

  • On the date of each payment of an Earnout Payment prior to the Escrow Termination Date, a number of Parent Shares to be issued to the Shareholders equal in value to twenty percent (20%) of the amount of such Earnout Payment (valuing such Parent Shares, for purposes of this Section 1.9(a), using the Share Valuation Method) shall be deposited with the Escrow Agent (collectively with the Initial Escrowed Shares, the “Escrowed Shares”).

  • On the Closing Date, Parent shall deposit with the Escrow Agent a number of Parent Shares equal in value to $2,500,000 (valuing such Parent Shares, for purposes of this Section 1.9(a), using the Share Valuation Method) (the “Initial Escrowed Shares”).

  • For the avoidance of doubt, the Share Valuation Method will be applied as of the date on which EBITDA for the applicable period is finally determined pursuant to Section 1.8(g).

  • For purposes of the immediately preceding subsection (iii), any Parent Shares received by the Indemnifying Stockholders hereunder, whether or not then held by such Indemnifying Stockholder, shall be valued using the Share Valuation Method.

  • If any such required payment by Sellers is not paid within five (5) Business Days following the date on which such payment is required to be made, Buyer shall have the right, but not the obligation, to setoff any such amount owed by Sellers against and reduce the Closing Shares, dollar for dollar, using the Share Valuation Method, calculated as of the Closing Date.

  • At the Closing, Buyer will issue to the Escrow Agent in book entry form, a number of Buyer Shares (the “Closing Shares”) with a total value equal to Twenty-Seven Million Dollars ($27,000,000) calculated as of the Closing Date using the Share Valuation Method (the “Closing Shares Amount”).

  • If any such required payment by Sellers is not paid within five (5) Business Days following the date on which such payment is required to be made, Buyer shall have the right, but not the obligation, to setoff such amount owed by Sellers against and reduce the Closing Shares, dollar for dollar, using the Share Valuation Method, calculated as of the Closing Date.


More Definitions of Share Valuation Method

Share Valuation Method means the valuation of the Parent Shares based upon the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market (or, if no longer traded on such market, such other market or exchange as Parent’s common stock may then be traded) over the forty-five (45) trading days ending on the close of the trading day immediately prior to the date upon which the Share Valuation Method is conducted; provided, however, that for purposes of valuing Parent Shares to be issued to the Shareholders as Earnout Payments, the value of each Parent Share shall be limited to a maximum of 115% and a minimum of 85% of the value of the average closing price of Parent’s common stock as reported by the NASDAQ Global Select Market over the forty-five (45) trading days ending on the close of the trading day immediately prior to the Closing Date (adjusted as appropriate to take into account the effect of any stock splits, reverse stock splits, stock dividends or other divisions or combinations of Parent Shares after the Closing Date). By way of example only, Exhibit H sets forth possible applications of the limitations contained in the foregoing proviso. “Shareholder Fundamental Representations” shall have the meaning set forth in Article III. “Shareholder Representative” shall have the meaning set forth in Section 1.13(a). “Shareholder Transmittal Letter” shall have the meaning set forth in Section 1.3(b)(i). “Shareholders” shall have the meaning set forth in the first paragraph of this Agreement. “Significant Person” shall mean a Person listed in Section 2.24 of the Disclosure Schedule. “Software Consultants” shall mean one of the following firms selected by the Shareholders Representative by written notice to Parent not more than thirty (30) days after Closing: JHD Group, ▇▇▇▇▇ Management Consulting, Inc., Deloitte, ECG Management Consultants, Inc., Gartner, Inc. or ▇▇▇▇▇ Group. “Strategic Objectives Payments” shall have the meaning set forth in Section 1.8(e). -61-
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Related to Share Valuation Method

  • SPS FR Barrier Valuation Date means the Settlement Price Date.

  • Company Valuation means $435,000,000.

  • MCE Valuation Period means, subject to any extension (as described in further detail in the Conditions), the period commencing from and including the moment upon which the Mandatory Call Event occurs and up to the end of the following trading session on the Index Exchange; and

  • Exercise Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Exercise Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non-waivable by either the Issuer or the Holder.

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.