Average Closing Sales Price definition

Average Closing Sales Price shall be the average of the per share fair market values determined by both independent investment bankers or appraisers.

Average Closing Sales Price means the average of the daily Closing Prices (as hereinafter defined) per share of Common Stock for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to the date notice of redemption is given.

Average Closing Sales Price as of a particular 12-month period means the average closing sales price of the Common Stock for each Business Day during such 12-month period. Such average shall be calculated as follows: (i) the average of the closing sales prices of the Common Stock quoted on the Nasdaq National Market for each Business Day during such 12-month period, or (ii) if no such quotations are available, the average of the closing sales prices for each Business Day during such 12-month period on the principal national securities exchange on which the Common Stock is listed, or (iii) if not listed on any national securities exchange, the average closing sales price for each Business Day during such 12-month period in the over-the-counter market as reported by the National Quotation Bureau, Incorporated or similar organization, or (iv) if no of such sales prices are available for each Business Day in such 12-month period, the average of the high bid and low asked quotations in the over-the-counter market as so reported for such Business Days, or (v) if no such quotations are available, the fair market value per share on such unreported Business Days as determined by an independent investment banker or appraiser, nationally recognized to be expert in making such valuations, selected by a majority of the directors of the Company. In the event "Average Closing Sales Price" is determined by an independent investment banker or appraiser pursuant to clause (v) of the foregoing sentence, such determination shall be provided to each Holder in writing together with a fair and accurate description of the basis for making such determination. The Requisite Holders shall be permitted to dispute such determination by written notice to the Company within ten (10) Business Days of receipt of such determination. In the event of such dispute, the Requisite Holders and the Company shall work together in good faith to mutually agree upon a second independent investment banker or appraiser to make a determination of "Average Closing Sales Price" whose fees and expenses shall be paid by the Company. "Average Closing Sales Price" shall be the average of the per share fair market values determined by both independent investment bankers or appraisers.

Examples of Average Closing Sales Price in a sentence

• Whenever Seller is bound to pay indemnification amounts, Seller may, at his absolute discretion, do so in one of the following ways or in any combination of these two ways, provided that the due indemnification amount is paid in full: (a) make cash payment, and/or (b) transfer back to Buyer or instruct the Escrow Agent to transfer back to Buyer shares out of the Stock Consideration, and for that purpose the value of each such back-transferred share will be a sum equal to the Average Closing Sales Price.

• In lieu of any such fractional share of Acquirer Common Stock, Acquirer shall pay to each holder of Company Common Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) by (ii) the Average Closing Sales Price.

• For purposes of this Section 11.3, (i) Merger Consideration consisting of Symposium Common Stock shall be valued at the Average Closing Sales Price and (ii) Merger Consideration consisting of Warrants shall be valued at an amount equal to the product obtained by multiplying (x) the maximum number of shares of Symposium Common Stock purchasable upon exercise of a Warrant at the Closing Date by (y) $0.25.

• A number of shares of the Class A Common Stock of the Buyer, par value $.01 per share (“Buyer Shares”), which shall be delivered by Buyer to Crossbow Venture Partners, LP (“Equity Seller”) at Closing, having an aggregate value of $2,700,000, calculated by dividing such amount by the Average Closing Sales Price (the “Stock Consideration”).

• Scotx Xxxxxxx, Xxve Xxxxx xxx Bill Xxxxxx xxxll each have accepted, in writing, three (3) year cashless warrants to purchase 30,000 shares of Symposium Common Stock at a strike price equal to the average closing sales price of Symposium Common Stock on the American Stock Exchange for the ten (10) consecutive trading days ending on the Closing Date (the "Average Closing Sales Price") in full and final satisfaction of any bonus and severance provisions in their employment agreements and any other claims.

More Definitions of Average Closing Sales Price

Average Closing Sales Price means: (i) if the Company's Common Stock is publicly traded, the average of the closing prices as reported by the OTC Bulletin Board, The Nasdaq Stock Market or other applicable regional or national securities exchange or quotation system on which the Common Stock is so traded or quoted for any applicable period; or (ii) if there is no public trading market for such shares, the fair value of such shares on the applicable date of determination as determined by the Committee after taking into consideration all factors which it deems appropriate, including without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arms' length.

Average Closing Sales Price means the average of the closing sales price per share of the Acquirer Common Stock at 4:00 p.m. (New York time) (as reported by Bloomberg L.P.) on the NASDAQ National Market for the 10 full trading days ending on the fifth full trading day immediately prior to the Effective Time.

Average Closing Sales Price means $1.75, the average closing sales price of a share of OPKO Health Common Stock, as published in The Wall Street Journal, for the ten (10) trading day period ending at the close of trading on February 12, 2010. “Closing Date” means February 17, 2009 or such other closing date as may be mutually agreed to among the parties in writing. “Closing Financial Statements” means the unaudited closing statement of operations and statement of cash flows from January 1, 2010 through February 5, 2010 and the balance sheet as of February 5, 2010 of the Company provided by the Sellers to the Buyer in accordance with Section 4.9. “Company Capital Stock” means the capital stock of the Company as described in Section 4.7. “Company Products” means all those products identified in Exhibit C. “Contracts” means all contracts, agreements, covenants, commitments and other instruments of any kind, to which the Company is a party or to which the assets or properties of the Company are bound. “Environmental Laws” means any applicable statute, law, ordinance, regulation, rule, code or order and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of the environment or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. “Escrow” means all the Escrow Shares deposited with the Escrow Agent under the Escrow Agreement. “Escrow Agreement” means the escrow agreement to be entered into as of the Closing Date among the Sellers, Buyer, OPKO and the escrow agent, in the form attached hereto as Exhibit D. “Hazardous Materials” means (a) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated byphenyls or (b) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any applicable Environmental Laws. “Intellectual Property” means any or all of the following owned, used, controlled by or residing in the Company prior to the Closing Date: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revision...

Average Closing Sales Price means $1.75, the average closing sales price of a share of OPKO Health Common Stock, as published in The Wall Street Journal, for the ten (10) trading day period ending at the close of trading on February 12, 2010.

Average Closing Sales Price means the average (rounded to the nearest full cent, with the cents rounded up if the third decimal place is 5 or greater) of the daily closing sale prices of a share of Acquiror Common Stock as reported on the NYSE Composite Tape, as reported in The Wall Street Journal.

Average Closing Sales Price means: (i) if the Company's Common Stock is publicly traded, the average of the closing prices as reported by the OTC Bulletin Board, The Nasdaq Stock Market or other applicable regional or national securities exchange or quotation system on which the Common Stock is so traded or quoted for any applicable period; or (ii) if there is no public trading market for such shares, the fair value of such shares on the applicable date of determination as determined by the Committee after taking into consideration all factors which it deems appropriate, including without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arms' length. Notwithstanding anything herein to the contrary, if the Employee is employed by the Company on the date which is 30 days immediately prior to the Expiration Date (such date referred to herein as the "Final Vesting Date"), the unvested portion, if any, of the Option will immediately vest and become exercisable on such date.

Average Closing Sales Price means the average of the closing sales prices as quoted on the Nasdaq National Market during the ten trading days prior to the date a notice of redemption is given pursuant to Article VIII, section 5; except that, if the Common Stock is not traded on the Nasdaq National Market, then the closing sales prices on any national securities exchange on which the Common Stock is listed, or if neither quoted on the Nasdaq National Market nor listed on a national securities exchange, the mean between the representative bid and ask prices as quoted by Nasdaq or another generally recognized reporting system, on each of such ten trading days.