Closing Market Prices definition

Closing Market Prices for any trading day means the closing sales price of the Purchaser Common Stock as reported in the New York Stock Exchange Composite Tape (as reported by the Wall Street Journal or, if not reported thereby, as reported by another source as mutually agreed by the Purchaser and, with the consent of the Special Committee, the Company) for that day. (b) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time and except as provided in Sections 2.2(d) and 2.2(e), all shares of Company Common Stock shall cease to be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive, without interest, the Merger Consideration and cash for fractional shares of Purchaser Common Stock in accordance with Section 2.5(c) upon the surrender of a certificate representing such shares of Company Common Stock (a "Company Certificate"). (c) Notwithstanding anything contained in this Section 2.2 to the contrary, each share of Company Common Stock issued and held in the Company's treasury or any wholly owned subsidiary thereof or by any wholly owned subsidiary of the Purchaser other than SMA Financial Corp. ("SMA") immediately prior to the Effective Time shall, by virtue of the Merger, be cancelled and retired and shall cease to exist without payment of any consideration therefor. (d) Notwithstanding anything contained in this Section 2.2, immediately prior to the Effective Time, each share of Company Common Stock held by SMA, shall be exchanged for one share of Class B Common Stock, $5.00 par value per share, of the Company ("Class B Common Stock") (the "Recapitalization"). Such shares of Class B Common Stock shall remain outstanding after the Merger. (e) Notwithstanding anything in this Agreement to the contrary, holders of Company Common Stock that have, as of the Effective Time, complied with all procedures necessary to assert appraisal rights in accordance with Section 262 of the DGCL, if applicable, shall have such rights, if any, as they may have pursuant to Section 262 of the DGCL and such Company Common Stock shall not be converted or be exchangeable as provided in this Section 2.2, but such holders shall be entitled to receive such payment as may be determined to be due to such holders pursuant to the DGCL; provided, however, that, if suc...
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Closing Market Prices for any trading day means the closing sales price of Parent Common Stock as reported in the New York Stock Exchange Composite Tape for that day.
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Closing Market Prices for any trading day means the closing sales price of the AFC Common Stock as reported in the New York Stock Exchange Composite Tape (as reported by the Wall Street Journal) for that day. YOU ARE URGED TO REVIEW THIS INFORMATION STATEMENT/PROSPECTUS CAREFULLY TO DECIDE WHICH FORM OF MERGER CONSIDERATION TO ELECT OR WHETHER TO ACCEPT THE MERGER CONSIDERATION OR TO EXERCISE APPRAISAL RIGHTS. HOLDERS OF APY COMMON STOCK SHOULD NOT SEND ANY CERTIFICATES REPRESENTING APY COMMON STOCK TO APY AT THIS TIME. A LETTER OF TRANSMITTAL AND AN ELECTION FORM WILL BE MAILED AFTER THE EFFECTIVE TIME TO EACH PERSON WHO WAS A HOLDER OF OUTSTANDING APY COMMON STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE TIME. APY STOCKHOLDERS SHOULD SEND CERTIFICATES REPRESENTING APY COMMON STOCK TO FIRST CHICAGO TRUST COMPANY OF NEW YORK, THE EXCHANGE AGENT, ONLY AFTER THEY RECEIVE, AND IN ACCORDANCE WITH, THE INSTRUCTIONS CONTAINED IN THE LETTER OF TRANSMITTAL AND THE ELECTION FORM. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement/Prospectus also serves as a prospectus of AFC with respect to the issuance of up to 9,690,323 shares of AFC Common Stock to APY Public Stockholders in connection with the consummation of the Merger. See "The Merger Transactions--The Merger Agreement--APY Merger Consideration." The record date for stockholders entitled to notice of, vote on or consent to the Merger Transactions was , 1997 (the "Record Date"). As of the Record Date, there were issued and outstanding [59,650,406] shares of APY Common Stock, held by owners of record. On the Record Date, AFC, through its wholly owned subsidiary SMA Financial Corp. ("SMA"), owned 35,472,600, or 59.5%, of the outstanding shares of APY Common Stock. Pursuant to the DGCL and APY's Certificate of Incorporation, SMA, as the owner of more than 50% of the outstanding shares of APY Common Stock, approved the Merger Transactions by written consent on , 1997. Consequently, no meeting of stockholders of APY is necessary to effect the Merger Transactions, and no action on the part of any public stockholder is necessary to authorize or to consummate the Merger Transactions. It is expected that the Merger Transactions will be consummated on or about , 1997. Holders of APY Common Stock who make a demand in writing on or before , 1997 [20 days after the date the Information Statement is mailed] and who otherwise comply with the applicable provisions of the DGCL are entitled to a judi...
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Examples of Closing Market Prices in a sentence

  • The purchase price to be paid to the Offeror for each of the Offered Shares purchased by an Optionee or the Company shall be paid in cash or such other form of consideration as agreed upon in writing by the Offeror and such Optionee and shall be equal to the average of the Closing Market Prices (as hereinafter defined) of shares of the Class A Stock for the 15 trading days immediately preceding the date of the First Notice (the “Cash Purchase Price”).

  • The purchase price to be paid to the Offeror for each of the Offered Shares purchased by an Optionee or the Company shall be paid in cash or such other form of consideration as agreed upon in writing by the Offeror and such Optionee (which may include Class A Stock) and shall be equal to the average of the Closing Market Prices (as hereinafter defined) of shares of the Class A Stock for the 15 trading days immediately preceding the date of the First Notice (the “Cash Purchase Price”).

  • The "Current Market Price" means the average of the Closing Market Prices (as hereinafter defined) for each of the trailing 30 trading days prior to the determination on the Current Market Price.

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  • If there are fewer than five Calculation Days in the Calculation Period with respect to any Reference Security, then the Ending Value shall be calculated using the average of the Closing Market Prices of that Reference Security on those Calculation Days, and if there is only one Calculation Day during the Calculation Period, then the Ending Value shall be calculated using the Closing Market Price of that Reference Security on such Calculation Day.

  • These were the Closing Market Prices of the Basket Stocks on October 4, 2021.

  • The purchase price to be paid to the Offeror for each of the Offered Shares purchased by an Optionee or the Companyshall be paid in cash or such other form of consideration as agreed upon in writing by the Offeror and such Optionee (which may include Class A Stock) and shall be equal to the average of the Closing Market Prices (as hereinafter defined) of shares of the Class A Stock for the 15 trading days immediately preceding the date of the First Notice (the “Cash Purchase Price”).

  • For clarity, should the average Closing Market Prices during a Triggering Period drop by 22% from the initial Closing Market Price, Company shall issue to the Holder a Warrant to purchase such number of Re-set Shares as is equal to 22% of the initial number of shares of Common Stock issuable to the Holder under this Warrant.


More Definitions of Closing Market Prices

Closing Market Prices means the last dealt price for a Share transacted through the SGX-ST’s trading system as shown in any publication of the SGX-ST or other sources; and
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Related to Closing Market Prices

  • Closing Market Price means the price at which the company’s security was last sold, on the applicable date,

  • Signing Market Price means $0.4108, representing the consolidated closing bid price of the Common Stock on The Nasdaq Capital Market on the date of this Agreement.

  • Market prices means current prices that are established in the course of ordinary trade between buyers and sellers free to bargain and that can be substantiated through competition or from sources independent of the offerors.

  • Current Market Price shall have the meaning set forth in Section 11(d) hereof.

  • Average Market Price means, with respect to any security, the arithmetic average of the Market Price of such security for the 15 consecutive trading day period ending on and including the trading day immediately preceding the determination date.

  • Reference Market Price initially means $______ (which is an amount equal to _____% of the reported last sale price for Common Stock on ____________, 1999), and in the event of any adjustment of the Conversion Price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the Conversion Price after giving effect to any such adjustment shall always be the same as the ratio of the initial Reference Market Price to the initial Conversion Price of the Debentures.

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Closing Sale Price means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

  • Current Per Share Market Price of any security (a "Security" for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(j), as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Discounted Market Price of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSX Policy applicable to Options.

  • Event Market Price means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

  • Daily Market Price means the price of a share of Common Stock on the relevant date, determined (a) on the basis of the last reported sale price regular way of the Common Stock as reported on the Nasdaq Stock Market's National Market (the "NNM"), or if the Common Stock is not then listed on the NNM, as reported on such national securities exchange upon which the Common Stock is listed, or (b) if there is no such reported sale on the day in question, on the basis of the average of the closing bid and asked quotations regular way as so reported, or (c) if the Common Stock is not listed on the NNM or on any national securities exchange, on the basis of the average of the high bid and low asked quotations regular way on the day in question in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System, or if not so quoted, as reported by National Quotation Bureau, Incorporated, or a similar organization.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Closing Price has the meaning assigned to such term in Section 15.1(a).

  • Average Closing Price means the average of the closing market prices of a Share over the last five (5) Market Days on which transactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period; and

  • Current Prices means the prices for the specified materials prevailing on any date subsequent to the date 28 days prior to the latest date set for the submission of the Tenders, by reason of any National or State Statute or Ordinance,

  • Fair Market Price means the average value at the relevant time and place (of the requirement to determine the Fair Market Price) to be derived from the average of three independent broker valuations by a broker appointed by Grain Trade Australia, with the valuations to take into account the Grade and variety and taking into account the cost of insurance, levies, taxes, charges, Freight and associated costs.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Sale Price means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

  • Highest Closing Price means the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable.

  • Last Reported Sale Price of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

  • Target Price means the estimated amount payable to the Contractor for the performance of the Work under a Cost Plus Fixed Fee (CPFF) Contract.