Consideration Amount. The amount of cash or the number of TCI Series A Shares to be paid or delivered by the Company shall be determined as follows (subject to adjustments required by Section 4.11 in the determination of the number of whole TCI Series A Shares to be delivered): (a) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period; (b) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for TCI Series A Shares an aggregate number of TCI Series A Shares equal to the product of (i) the number of such shares of MusicCo Series A Common Stock and (ii) the quotient of (A) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share; (c) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period; and (d) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for TCI Series A Shares, an aggregate number of TCI Series A As used herein, the "Current Market Price" of a TCI Series A Share shall be the average of the daily closing prices for a share of TCI Series A Common Stock for 30 consecutive trading days commencing 45 trading days before the date of determination. The closing price for a share of TCI Series A Common Stock is the last reported sale price on the National Association of Securities Dealers, Inc. Automated Quotation System (or the average of the quoted closing bid and asked prices if no sale is reported) or if the TCI Series A Common Stock is listed on an exchange, the closing sale price on the principal exchange on which the TCI Series A Common Stock is listed (or the average of the reported closing bid and asked prices if no sale is reported). In the absence of one or more of such quotations, the Board of Directors of the Company shall in good faith determine the Current Market Price on the basis of such quotation as it considers appropriate.
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Sources: Rights Agreement (Tci Music Inc), Rights Agreement (Tele Communications Inc /Co/)
Consideration Amount. The amount of cash or the -------------------- number of TCI Series A Shares to be paid or delivered by the Company shall be determined as follows (subject to adjustments required by Section 4.11 in the determination of the number of whole TCI Series A Shares to be delivered):
(a) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period;
(b) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for TCI Series A Shares an aggregate number of TCI Series A Shares equal to the product of (i) the number of such shares of MusicCo Series A Common Stock and (ii) the quotient of (A) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share;
(c) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period; and
(d) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for TCI Series A Shares, an aggregate number of TCI Series A Shares equal to the product of (i) the number of such shares of Distributed Entity Stock and (ii) the quotient of (A) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share. As used herein, the "Current Market Price" of a TCI Series A Share shall be the average of the daily closing prices for a share of TCI Series A Common Stock for 30 consecutive trading days commencing 45 trading days before the date of determination. The closing price for a share of TCI Series A Common Stock is the last reported sale price on the National Association of Securities Dealers, Inc. Automated Quotation System (or the average of the quoted closing bid and asked prices if no sale is reported) or if the TCI Series A Common Stock is listed on an exchange, the closing sale price on the principal exchange on which the TCI Series A Common Stock is listed (or the average of the reported closing bid and asked prices if no sale is reported). In the absence of one or more of such quotations, the Board of Directors of the Company shall in good faith determine the Current Market Price on the basis of such quotation as it considers appropriate.
Appears in 1 contract
Consideration Amount. The amount of cash or the number of TCI -------------------- Series A Shares to be paid or delivered by the Company shall be determined as follows (subject to adjustments required by Section 4.11 in the determination of the number of whole TCI Series Class A Shares to be delivered):
(a) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period;
(b) for the number of such shares of MusicCo Series A Common Stock that the Company has elected to purchase for TCI Series A Shares an aggregate number of TCI Series Class A Shares equal to the product of (i) the number of such shares of MusicCo Series A Common Stock and (ii) the quotient of (A) the Consideration Amount Per MusicCo Series A Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share;
(c) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for cash, an aggregate amount in cash equal to the product of (i) the number of such shares and (ii) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period; and
(d) for the number of such shares of Distributed Entity Stock that the Company has elected to purchase for TCI Series A Shares, an aggregate number of TCI Series A Shares equal to the product of (i) the number of such shares of Distributed Entity Stock and (ii) the quotient of (A) the Consideration Amount Per Distributed Entity Share for the applicable Exercise Period, divided by (B) the Current Market Price of a TCI Series A Share. As used herein, the "Current Market Price" of a TCI Series A Share shall be the average of the daily closing prices for a share of TCI Series A Common Stock for 30 consecutive trading days commencing 45 trading days before the date of determination. The closing price for a share of TCI Series A Common Stock is the last reported sale price on the National Association of Securities Dealers, Inc. Automated Quotation System (or the average of the quoted closing bid and asked prices if no sale is reported) or if the TCI Series A Common Stock is listed on an exchange, the closing sale price on the principal exchange on which the TCI Series A Common Stock is listed (or the average of the reported closing bid and asked prices if no sale is reported). In the absence of one or more of such quotations, the Board of Directors of the Company shall in good faith determine the Current Market Price on the basis of such quotation as it considers appropriate.
Appears in 1 contract
Sources: Merger Agreement (DMX Inc)