Average Parent Price definition

Average Parent Price means the average of the closing prices for Parent Common Stock as reported on the New York Stock Exchange Composite Transaction Reporting System for the five consecutive trading days ending on the second trading day before the final Expiration Date.

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Average Parent Price in renumbered subsection (m):

Examples of Average Parent Price in a sentence

The term "Average Parent Price" shall mean the average of the closing prices for Parent Common Stock as reported on the New York Stock Exchange Composite Transaction Reporting System for the five consecutive trading days ending on the second trading day before the final Expiration Date.
Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued and any holder of Company Common Stock entitled to receive a fractional share of Parent Common Stock but for this Section 1.9(e) shall be entitled to receive a cash payment in lieu thereof, which payment shall equal the product of (i) such holder's proportionate interest in a share of Parent Common Stock, and (ii) the Average Parent Price.
In lieu of any such fractional interests, each holder of shares of Company Stock exchanged pursuant to Section 1.6(a) who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all shares of Company Stock then held of record by such holder) shall receive cash (without interest) in an amount equal to the product of such fractional part of a share of Parent Common Stock multiplied by the Average Parent Price (as defined below).
In lieu of any such fractional interests, each Holder who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall receive cash (without interest) in an amount equal to the product of such fractional part of a share of Parent Common Stock multiplied by the Average Parent Price.
Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued and any holder of Shares entitled to receive a fractional share of Parent Common Stock but for this Section 4.2(e) shall be entitled to receive a cash payment in lieu thereof, which payment shall equal the product of (i) such holder's proportionate interest in a share of Parent Common Stock, and (ii) the Average Parent Price.
In lieu of any such fractional interests, each holder of shares of Company Common Stock exchanged pursuant to Section 1.6(a) who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all shares of Company Common Stock then held of record by such holder) shall receive cash (without interest) in an amount equal to the product of such fractional part of a share of Parent Common Stock multiplied by the Average Parent Price.
In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange will be entitled to receive a cash payment in lieu of such fractional share in an amount equal to such fraction multiplied by the Average Parent Price.
The "Average Parent Price" shall mean the average of the daily volume-weighted sales prices per share of the Parent Shares on the New York Stock Exchange, Inc., (the "NYSE") (as reported by Bloomberg Financial Markets or, if not reported thereby, any other authoritative source) for each of the ten consecutive trading days ending on the trading day that is two trading days prior to the date on which the Shares are accepted for payment in the Offer.
The "Exchange Ratio" shall mean $30 divided by the Average Parent Price.

More Definitions of Average Parent Price

Average Parent Price means the average of the daily volume-weighted sales prices per share of the Parent Shares on the New York Stock Exchange, Inc., (the "NYSE") (as reported by Bloomberg Financial Markets or, if not reported thereby, any other authoritative source) for each of the ten consecutive trading days ending on the trading day that is two trading days prior to the date on which the Shares are accepted for payment in the Offer.

Average Parent Price means the average of the daily average per share high and low sales prices of one share of Parent Common Stock as reported on the Nasdaq National Market (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Company Meeting (as defined in Section 5.3, so long as the Closing Date occurs within five business days of the Company Meeting or, if the Closing Date is more than five business days after the Company Meeting, the Closing Date) rounded to the nearest cent." Renumbered subsection (i) of Section 8.3 of the Merger Agreement is hereby amended by adding the following at the end of that subsection: ; provided, however, that events, circumstances and prospects disclosed by the Company to Parent in the Company Disclosure Letter, as amended as of January 7, 2000, and any consequences thereof, shall not constitute or form the basis of a Material Adverse Change or Material Adverse Effect."

Average Parent Price shall be equal to the average of the closing prices of the Parent Common Stock on the New York Stock Exchange ("NYSE") as reported on the NYSE Composite Transaction Tape for the 15 trading days randomly selected by lot out of the 35 trading days ending on the second trading day preceding the Effective Time. The "Exchange Ratio Adjustment Amount" shall be equal to (i) the Total Deduction Amount (as defined below) divided by (ii) the product of (x) the Average Parent Price and (y) the sum of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (without duplication) the aggregate number of shares of Company Common Stock in respect of which Company Stock Rights (as defined in Section 1.7) are outstanding immediately prior to the Effective Time. The "Total Deduction Amount" shall be equal to (i) the product of (A) four and (B) the Lost EBITDA (as defined below) in excess of $15 million, minus (ii) 50% of the Estimated Gain (as defined in Section 5.8). The "Lost EBITDA" shall be equal to the aggregate earnings before interest, taxes, corporate allocation costs for administration (including costs for management information systems), depreciation and amortization from the continuing operations of any Facilities (as defined in Section 2.14) to be divested pursuant to Section 5.8 (each a "Divested Facility") and located in the State of California during the twelve-month period ending on the second most recent month-end prior to the earlier of (i) the agreement of Parent with the applicable governmental or regulatory authority to divest such Divested Facilities pursuant to Section 5.8 and (ii) the Effective Time; provided, that, for any new Divested Facility to be divested which has not been in operation for such twelve-month period (each a "New

Average Parent Price means $50.4180.