Common use of Exercise Amount Clause in Contracts

Exercise Amount. Berkshire shall have the right to purchase from ▇▇▇▇ (the "Purchase Right"), such number of duly authorized, validly issued, fully paid and nonassessable shares of PRG Common Stock as is determined by multiplying (i) the excess, if any of (a) the number of shares of Common Stock transferred by ▇▇▇▇▇▇▇ Limited to ▇▇▇▇ pursuant to the put/call under the ▇▇▇▇ Note over (b) the number of shares of Common Stock transferred by ▇▇▇▇▇▇▇ Limited to Berkshire pursuant to the put/call under the Berkshire Notes, by (ii) 0.5 (the "Subject Shares"). The price per share to be paid by Berkshire for the Subject Shares upon the exercise of the Purchase Right shall be equal to (i) the sum of the Berkshire Payment Amounts set forth in all of the Berkshire Note Repayment Notices divided by (ii) the total number of Berkshire Shares set forth in all Berkshire Note Repayment Notices (the "Per Share Purchase Price"). The number of Subject Shares each Berkshire Fund may purchase and the Per Share Purchase Price will be subject to adjustment to account for any stock splits, stock dividends or reclassifications affecting PRG's Common Stock, which are effected or declared after the date hereof and prior to the Closing (as defined below). The amount of Subject Shares each Berkshire Fund may purchase shall not include any fractional shares and shall be rounded up to the nearest whole share of Common Stock.

Appears in 1 contract

Sources: Stock Purchase Agreement (Blum Capital Partners Lp)

Exercise Amount. Berkshire shall have the right to purchase from ▇▇▇▇ Blum (the "Purchase RightPURCHASE RIGHT"), such number of duly authorized, validly issued▇▇▇▇ed, fully paid and nonassessable shares of PRG Common Stock as is determined by multiplying (i) the excess, if any of (a) the number of shares of Common Stock transferred by ▇▇▇▇▇▇▇ Schultz Limited to ▇▇▇▇ Blum pursuant to the put/call under the Blum Note ▇▇▇▇ Note over (b) the number of ▇▇ shares of Common Stock transferred by b▇ ▇▇▇▇▇▇▇ hultz Limited to Berkshire pursuant to the put/call under the Berkshire NotesBerks▇▇▇▇ ▇▇tes, by (ii) 0.5 (the "Subject SharesSUBJECT SHARES"). The price per share to be paid by Berkshire for the Subject Shares upon the exercise of the Purchase Right shall be equal to (i) the sum of the Berkshire Payment Amounts set forth in all of the Berkshire Note Repayment Notices divided by (ii) the total number of Berkshire Shares set forth in all Berkshire Note Repayment Notices (the "Per Share Purchase PricePER SHARE PURCHASE PRICE"). The number of Subject Shares each Berkshire Fund may purchase and the Per Share Purchase Price will be subject to adjustment to account for any stock splits, stock dividends or reclassifications affecting PRG's Common Stock, which are effected or declared after the date hereof and prior to the Closing (as defined below). The amount of Subject Shares each Berkshire Fund may purchase shall not include any fractional shares and shall be rounded up to the nearest whole share of Common Stock.

Appears in 1 contract

Sources: Purchase Agreement (PRG Schultz International Inc)

Exercise Amount. Berkshire shall have the right to purchase from ▇▇▇▇ Blum (the "Purchase Right"), such number of duly authorized, validly issued, fully paid and nonassessable shares of PRG Common Stock as is determined by multiplying (i) the excess, if any of (a) the number of shares of Common Stock transferred by ▇▇▇▇▇▇▇ Limited to ▇▇▇▇ Blum pursuant to the put/call under the ▇▇▇▇ Note Blum Notes over (b) the number of shares of Common Stock transferred by ▇▇▇▇▇▇▇ Limited to Berkshire pursuant to the put/call under the Berkshire Notes, by (ii) 0.5 (the "Subject Shares"). The price per share to be paid by Berkshire for the Subject Shares upon the exercise of the Purchase Right shall be equal to (i) the sum of the Berkshire Payment Amounts set forth in all of the Berkshire Note Repayment Notices divided by (ii) the total number of Berkshire Shares set forth in all Berkshire Note Repayment Notices (the "Per Share Purchase Price"). The number of Subject Shares each Berkshire Fund may purchase and the Per Share Purchase Price will be subject to adjustment to account for any stock splits, stock dividends or reclassifications affecting PRG's Common Stock, which are effected or declared after the date hereof and prior to the Closing (as defined below). The amount of Subject Shares each Berkshire Fund may purchase shall not include any fractional shares and shall be rounded up to the nearest whole share of Common Stock.

Appears in 1 contract

Sources: Stock Purchase Agreement (Blum Capital Partners Lp)