Company Common Stock Value definition

Company Common Stock Value has the meaning set forth in Section 3.02(a).
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Company Common Stock Value shall be determined by dividing (A)(1) the Aggregate Initial Payment, less (2) Estimated Third Party Expenses in excess of the Company Payment Amount, plus (3) $1,342,975 by (B) the Total Outstanding Shares. The "Parent Common Stock Value" shall be equal to the average closing sale price of a share of Parent Common Stock as reported on the Nasdaq National Market for the twenty (20) consecutive trading days ending three (3) business days prior to the Closing Date. Notwithstanding the foregoing, the parties intend that to the extent that the Assumed Options are incentive stock options, as that term is defined under Section 422 of the Code, at the time of Closing, that the Parent Options replacing such Assumed Options also will be incentive stock options to the same extent.
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Company Common Stock Value means the product of (a) the Market Value per share of Common Stock (PROVIDED, HOWEVER, that (i) if the Market Value per share of Common Stock shall be less than $1.98, the amount in this clause (a) shall be deemed to be equal to $1.98, and (ii) if the Market Value per share of Common Stock shall be greater than $2.68, the amount in this clause (a) shall be deemed to be equal to $2.68), times (b) the number of shares of Common Stock issued by the Company as the Company Common Stock Consideration for XXXXx in the Exchange Offer.
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Examples of Company Common Stock Value in a sentence

  • For purposes of this Agreement, the “Exchange Ratio” shall be equal to the fraction having a numerator equal to the Company Common Stock Value and having a denominator equal to the Parent Measuring Price.

  • The "Company Common Stock Value" shall be determined by dividing (A)(1) the Aggregate Initial Payment, less (2) Estimated Third Party Expenses in excess of the Company Payment Amount, plus (3) $1,342,975 by (B) the Total Outstanding Shares.


More Definitions of Company Common Stock Value

Company Common Stock Value means an amount equal to the sum of the following amounts determined under the Merger Agreement: (i) the Per Share Closing Consideration, (ii) the Per Share Escrow Release Amount (assuming release of the full Escrow Amount), (iii) the Per Share Representative Fund Distribution Amount (assuming release of the full Equityholders Representative Fund), and (iv) the allocable portion of Post-Closing Net Cash Proceeds for a share of Company Stock (assuming release of the full Escrow Amount).
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Company Common Stock Value as calculated immediately prior to the Effective Time by Parent shall mean an amount equal to (i) the sum of (x) $37,750,000 plus (y) the aggregate exercise price of all Company Stock Options exercised by the holders after the date hereof and prior to the Effective Date, plus (z) the aggregate exercise price of all In-the-Money Company Stock Options (as defined below) outstanding immediately prior to the Effective Time, divided by (ii) the sum of (x) the total number of shares of Company Common Stock outstanding (which number includes restricted stock awards outstanding at the Effective Date) immediately prior to the Effective Time plus (y) the total number of shares of Company Common Stock subject to such In-the-Money Company Stock Options outstanding immediately prior to the Effective Time, rounded to the nearest cent. For the avoidance of doubt, the aggregate consideration for all of the Company Common Stock and Company Stock Options, in each case outstanding immediately prior to the Effective Time, shall be $37,750,000 if no Company Stock Options are exercised between the execution of this Agreement and the Effective Date, and up to a maximum of $39,858,090 if all holders of Company Stock Options exercise their options at or before the Effective Date, it being hereby agreed between Parent and Company that the difference between the final aggregate consideration paid and $37,750,000, if any, will be equal to the increase in the Company’s shareholders’ equity attributable to the exercise of Company Stock Options between the execution of this Agreement and the Effective Date. “In-the-Money Company Stock Options” shall mean those Company Stock Options having an exercise price of less than $45.70 per share. A shareholder may elect to receive a combination of cash and Parent Common Stock in exchange for his or her shares of Company Common Stock; provided, however, that with respect to each individual share of Company Common Stock held, a shareholder must elect to receive either all cash or all Parent Common Stock.
Sample 1
Company Common Stock Value as calculated immediately prior to the Effective Time by Parent shall mean an amount equal to (i) $150,000,000 divided by (ii) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. A shareholder may elect to receive a combination of cash and Parent Common Stock in exchange for his or her shares of Company Common Stock; provided, however, that with respect to each individual share of Company Common Stock held, a shareholder must elect to receive either all cash or all Parent Common Stock.
Sample 1
Company Common Stock Value means the product of (a) the Market Value per share of Common Stock (provided, however, that (i) if the Market Value per share of Common Stock shall be less than $1.98, the amount in this clause (a) shall be deemed to be equal to $1.98, and (ii) if the Market Value per share of Common Stock shall be greater than $2.68, the amount in this clause (a) shall be deemed to be equal to $2.68), times (b) the number of shares of Common Stock issued by the Company as the Company Common Stock Consideration for LYONs in the Exchange Offer.
Sample 1

Related to Company Common Stock Value

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Company Common Shares means the common shares in the capital of the Company.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Amalco Common Shares means common shares in the capital of Amalco;

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • 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).

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.