Determination of Share Price Sample Clauses

Determination of Share Price. Share Price will be measured only upon the occurrence of an Applicable Corporate Transaction and will be calculated as set forth in this Section 4(c). In the case of an Applicable Corporate Transaction in which the Company is an acquirer (an “Acquiring Corporate Transaction”), Share Price for purposes of the Hurdles will be calculated based on (x) the Fair Market Value of the equity of the company or the assets (net of assumed liabilities), in each case, acquired in the Acquiring Corporate Transaction divided by (y) the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the consummation of such Acquiring Corporate Transaction calculated on a fully-diluted basis (e.g., taking into account shares that are issuable upon vesting of Performance Stock Units and Restricted Stock Units granted under the Plan) or, if such Acquiring Corporate Transaction is subsequent to an Acquiring Corporate Transaction, the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the consummation of the first Acquiring Corporate Transaction following the Date of Grant calculated on a fully-diluted basis (e.g., taking into account shares that are issuable upon vesting of Performance Stock Units and Restricted Stock Units granted under the Plan), in each case, as determined by the Committee or, if requested by the Participant, a qualified third-party (e.g., a CFA or CPA). In the case of an Applicable Corporate Transaction in which the Company is a seller (a “Divestiture Corporate Transaction”), Share Price for purposes of the Hurdles will be calculated based on (x) the Fair Market Value of the Divestiture Corporate Transaction divided by (y) the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the consummation of such Divestiture Corporate Transaction calculated on a fully-diluted basis (e.g., taking into account shares that are issuable upon vesting of Performance Stock Units and Restricted Stock Units granted under the Plan) as determined by the Committee or, if requested by the Participant, a qualified third-party (e.g., a CFA or CPA). In the case of both an Acquiring Corporate Transaction and a Divestiture Corporate Transaction, Share Price shall be measured on the consummation of each such Applicable Corporate Transaction, subject to adjustment as a result of distributions and/or dividends made to stockholders of record after the Date of Grant and the impact of Applicable Corporate T...
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Determination of Share Price. The Share Price for the shares of Common Stock being offered under the Offering is $7.71 per share (the “Share Price”).
Sample 1
Determination of Share Price. The number of Shares (rounded to the nearest whole Share) to be issued to Seller pursuant to Section 1.05 hereof shall be equal to (a) One Million Five Hundred Thousand Dollars ($1,500,000) divided by (b) the average closing market price of Global Med common stock (symbol GLOB.OB) for the previous ten (10) trading days prior to the Closing Date.
Sample 1

Related to Determination of Share Price

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Definition of Shares “Shares” shall mean shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as described in the Third Amended and Restated Certificate of Incorporation of the Company dated February 6, 2018 (the “Certificate of Incorporation”)

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Adjustment of Shares In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving Company, appropriate adjustments shall be made to the terms and provisions of the Option as provided in the Plan.

  • Adjustment to Number of Shares Upon each adjustment of the Exercise Price, the number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (x) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant, and (ii) the Exercise Price, in each case as in effect immediately before such adjustment by (y) the adjusted Exercise Price.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

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