Aggregate Share Value has the meaning set forth in Section 6.16.
Aggregate Share Value means an amount equal to the product of (i) the number of shares of PW Common Stock issued to Seller on the Closing Date multiplied by (ii) the Measurement Price.
Aggregate Share Value means (i) $95 million, (ii) plus Wired Cash at Closing, (iii) minus Wired Borrowings at Closing, (iv) minus Wired Adjusted Working Capital Shortfall at Closing, (v) minus the Closing Expense Adjustment Amount (as such terms are hereinafter defined); provided, however, that (x) the Aggregate Share Value may be decreased, and the Cash Portion increased, by such amount, if any (not to exceed Wired Cash at Closing), as Purchaser may specify no later than the third trading day preceding the Effective Time (as hereinafter defined), and (y) to the extent the Merger Shares would otherwise exceed 19.9% of the outstanding capital stock of Purchaser as of the Closing Date, the Aggregate Share Value shall be decreased and the Cash Portion shall be correspondingly increased. Notwithstanding the foregoing, the Aggregate Share Value shall not be decreased if and to the extent such decrease would result in the Cash Value exceeding twenty percent (20%) of the Total Value. For purposes hereof, "Cash Value" shall mean the sum of (i) the Cash Portion plus (ii) $9.8 million plus (iii) the dollar amount of the cash to be paid with respect to fractional shares pursuant to Section 1.6(e) plus (iv) two multiplied by the cash amount which would have been paid to the holders of Dissenting Shares (as defined in Section 1.7) if such holders had not dissented plus (v) two multiplied by the amount equal to (A) the number of shares of Purchaser Common Stock which would have been issued to the holders of Dissenting Shares if such holders had not dissented multiplied by (B) the closing price of Purchaser Common Stock on the trading date immediately prior to the Effective Time. For purposes hereof, "Total Value" shall mean (x) the number of shares of Purchaser Common Stock issued to the holders of Ventures Common Stock, Ventures Series A Preferred, Ventures Series B Preferred and Ventures Series C Preferred pursuant to Section 1.6 (other than to the holders of Dissenting Shares and other than such shares as are placed in the Escrow Fund pursuant to Section 1.6(d)) multiplied by the closing price of Purchaser Common Stock on the trading date immediately prior to the Effective Time plus (y) the Cash Value. Immediately following the close of trading on the trading date immediately prior to the Effective Time (or the business day immediately prior to the Effective Time, if later), Purchaser will calculate the Aggregate Share Value and provide such calculation to Ventures in writing.
Examples of Aggregate Share Value in a sentence
So that Purchaser may calculate the Aggregate Share Value pursuant to Section 1.5(b)(2), Ventures shall provide Purchaser with an estimate of amounts to be paid by Ventures at or prior to the Closing at least two days prior to the Effective Time.
As soon as is reasonably practical, you shall mail or cause to be mailed to each holder of Common Stock at the close of business on the Record Date a Rights Certificate evidencing the Total Aggregate Share Value for which such holder is entitled to subscribe, a Notice of Guaranteed Delivery, a Prospectus and an envelope addressed to you.
If the Aggregate Share Value at the date of the Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event.
If the Aggregate Share Value at the date of the Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Performance Options shall become exercisable as of the Vesting Event.
If, on any such calculation date, the Aggregate Share Value is less than the difference between Seven Million and 00/ 100 Dollars ($7,000,000) and the value of any Vertex Common Stock distributed to Buyer by the Escrow Agent (valued as of the date of distribution) (the “Remaining Share Value”), Parent shall deposit with the Escrow Agent additional shares of Vertex Common Stock sufficient (as valued as of the date of such deposit) to restore the Aggregate Share Value to the Remaining Share Value.
More Definitions of Aggregate Share Value
Aggregate Share Value means the product of (i) the price per Share received for the Xxxxx Shares sold on or prior to the Vesting Event (whether pursuant to a merger or consolidation, a sale of capital shares or all or substantially all of its assets, or otherwise), which shall be determined assuming, to the extent necessary, that, in regard to a sale occurring on the date of the Vesting Event, all Options issued under the Plan and outstanding at the date of the Vesting Event (but excluding Options (including, without limitation, Performance Options granted hereunder) which by their terms are canceled without payment in conjunction with the occurrence of such Vesting Event) are exercised with cash and settled in Shares immediately prior to the Vesting Event and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, Shares are so exchanged or converted immediately prior to the Vesting Event and (ii) the Xxxxx Shares. If prior to the Vesting Event, Xxxxx has received a return on their investment through an Adjustment Event, such return shall be equitably factored in to the determination of the Aggregate Share Value as deemed equitable and appropriate in the full discretion of the Committee.
Aggregate Share Value means the aggregate amount of cash and Marketable Securities received by the Xxxxx Entities in connection with any Vesting Event, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of the Vesting Event (but excluding Options (including, without limitation, Performance Options and the Exit Options granted hereunder) which by their terms are canceled in conjunction with the occurrence of such Vesting Event) are exercised for cash immediately prior to the Vesting Event and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Vesting Event. Aggregate Share Value shall include any cash or Marketable Securities received prior to such Vesting Event by the Xxxxx Entities arising from and directly related to the Xxxxx Entities’ ownership of Common Stock, including, but not limited to, any Xxxxx Entities’ receipt of cash or Marketable Securities in consideration for the sale of Common Stock or receipt of any cash dividend with respect to Common Stock by the Xxxxx Entities.
Aggregate Share Value means the aggregate amount of cash and Marketable Securities that the Board determines in good faith and in its sole discretion would be received by OTPP in connection with a Change in Control, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of a Change in Control (but excluding Options (including, without limitation, Options granted under the Stock Option Agreement and the attached forms of agreements) which by their terms are canceled in conjunction with the occurrence of a Change in Control) are exercised for cash immediately prior to the Deemed Change in Control Date and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock would be so exchanged or converted immediately prior to the Deemed Change in Control Date. Aggregate Share Value shall include any cash or Marketable Securities that would be received prior to the Deemed Change in Control Date by OTPP arising from and directly related to OTPP’s ownership of Common Stock, including, but not limited to, OTPP’s receipt of cash or Marketable Securities in consideration for the sale of Common Stock or receipt of any cash dividend with respect to Common Stock by OTPP. (For this purpose, “Options” and “Marketable Securities” shall have the meanings set forth in the Plan.) For avoidance of doubt, the principal amount of $15 million payable to OTPP by Alliance Finance LLC pursuant to the 17.0% Pay-in-Kind Note due 2013 (issued March 26, 2009), and any interest thereon, shall be excluded from the calculation of the Aggregate Floor Value and Aggregate Share Value.
Aggregate Share Value means $399,000,000.
Aggregate Share Value means the sum of (i) the aggregate Liquidation Preference (as defined in the Series C Certificate of Designation) of the shares of Series C Preferred Stock acquired by the applicable Investor pursuant to the Restructuring Agreement and (ii) the product of (x) the number of Restructuring Shares acquired, or acquirable on the Closing Date (without regard to any limitations on beneficial ownership contained in the Series D Certificate of Designation) upon conversion of the shares of Series D Preferred Stock acquired, by the applicable Investor pursuant to the Restructuring Agreement and (y) the average of the closing bid prices of the Common Stock for the five trading days immediately preceding the Closing Date. A Periodic Amount shall not accrue or be payable pursuant to this Section 8(d) with respect to more than one Event outstanding at any time.
Aggregate Share Value means the product of (i) the price per share of Common Stock directly or indirectly received by the Xxxxx Entities upon a sale of the Company (whether pursuant to a merger or consolidation, a sale of capital stock or all or substantially all of its assets, or otherwise), which shall be determined (A) assuming that all Options issued under the Plan and outstanding at the date of the Vesting Event (but excluding Options (including, but not limited to, the Exit Options granted hereunder) that by their terms are canceled in conjunction with the occurrence of such Vesting Event) are exercised for cash immediately prior to the Vesting Event and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights (“Common Stock Equivalents”) exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Vesting Event and (B) taking into account amounts distributable to holders of any override or incentive units issued by DLI Holding LLC (or any successor thereto) and (ii) the Xxxxx Stock.
Aggregate Share Value means the aggregate amount of cash and Marketable Securities received by OTPP in connection with any Change in Control, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of the Change in Control (but excluding Options (including, without limitation, Performance Options granted hereunder) which by their terms are canceled in conjunction with the occurrence of such Change in Control) are exercised for cash immediately prior to the Change in Control and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Change in Control. Aggregate Share Value shall include any cash or Marketable Securities received prior to such Change in Control by OTPP arising from and directly related to OTPP’s ownership of Common Stock, including, but not limited to, OTPP’s receipt of cash or Marketable Securities in consideration for the sale of Common Stock or receipt of any cash dividend with respect to Common Stock by OTPP.