Day VWAP definition

Day VWAP for any date of determination means the per share volume-weighted average price of Common Stock, as displayed under the heading “Bloomberg VWAP” on Bloomberg page CDZI <equity> VWAP (or its equivalent successor if such page is not available), from the scheduled open of trading until the scheduled close of trading of the primary trading session of the NASDAQ Global Market on each trading day during the 20 consecutive trading day period preceding (but not including) such date of determination (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock during such period determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. In the event any of the aforementioned Price Hurdles is achieved prior to the third anniversary of the Effective Date, then the PSU’s to which such Price Hurdle relates shall be deemed earned but shall not vest and be issuable until the third anniversary of the Effective Date. If any of the aforementioned Price Hurdles is not achieved within five (5) years of the Effective Date, all of the PSU’s which are to vest upon achievement of such Price Hurdle shall be deemed forfeited and of no further force and effect. PSU’s which have vested and are issuable shall be paid, at the option of the Company’s Compensation Committee, in the form of either (i) common stock registered under a stockholder approved equity incentive plan, provided that a sufficient number of shares of common stock then remains available for issuance under such plan; or (ii) cash, calculated as the number of shares vesting upon achievement of a Price Hurdle multiplied by the Price Hurdle on the vesting date. Notwithstanding such vesting schedule, (i) upon a Change in Control (as defined in the Cadiz Inc. 2019 Equity Incentive Plan (the “2019 Plan”)) any as yet unvested PSU’s as to which the respective Price Hurdle has been achieved as provided for herein shall accelerate and immediately vest, and any as yet unvested PSU’s as to which the respective Price Hurdle has not theretofore been achieved shall be deemed forfeited and of no further force and effect; provided, however, that in the event of a Change in Control the Price Hurdle for any unvested PSU’s as to which the Price Hurdle has not th...

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Day VWAP shall be calculated in accordance with the most recent thirty (30) consecutive Trading Days for which the “VWAP” of a share of Parent Class A Common Stock can be calculated for a period of thirty (30) consecutive Trading Days. “Current Market Value” means an amount, determined by Option Holder in good faith, equal to the value of a share of Parent Class A Common Stock as of the applicable date of determination (taking into account all factors deemed relevant by Option Holder), which such determination (A) shall be final, conclusive, and binding on the parties to this Agreement, and (B) may (but is not required to) be calculated taking into account the applicable 30-Day VWAP as of such date of determination, upon the recommendation of a nationally recognized investment bank, accounting or valuation firm selected by Option Holder, or such other method of calculation as the Option Holder (in its sole discretion) may determine. “Trading Day” means a day on which trading of shares of Parent Class A Common Stock generally occurs on the principal Trading Market for shares of Parent Class A Common Stock. If shares of Parent Class A Common Stock are not so listed or traded, then “Trading Day” means a Business Day. “Trading Market” means the following market(s) or exchange(s) on which the Parent Class A Stock is primarily listed or quoted for trading on the date in question (as applicable): the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

Day VWAP the volume weighted average price of the shares of Class A common stock of the Company traded on the Nasdaq Capital Market, or any other national securities exchange on which the shares of the Class A common stock of the Company are then traded, as reported by Bloomberg (or if Bloomberg ceases to publish such price, any successor service reasonably chosen by Purchaser), for the five (5) trading days ending on the first (1st) trading day immediately preceding the date of determination of the 5-Day VWAP. Affiliate: any Person that directly or indirectly controls, is controlled by, or is under control with, such Person.

Examples of Day VWAP in a sentence

• In the event that the Company elects to make a Make Whole Payment in Common Shares, it shall transfer to the Holder the number of Common Shares (the “Make Whole Shares”) equal to the difference between (A) the principal amount converted on the Conversion Date divided by 30 Day VWAP and (B) principal amount converted divided by the Conversion Price on the Conversion Date.

• In the event that the Company elects to pay the Make Whole Payment in cash it shall pay an amount equal to the number of Make Whole Shares multiplied by the 30 Day VWAP.

• For purposes of determining the number of TGTX Parent Consideration Shares to be issued pursuant to Section 8.3 or 8.4, the value of such shares shall be based on the thirty (30) Trading Day VWAP of the TGTX Parent Common Stock immediately prior to the date on which the corresponding Milestone Event is achieved.

• Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 95% of the Five Day VWAP.

• In the event that the Company elects to make any portion of the interest payment in shares of Common Stock, such Common Stock shall be valued at ninety-five percent (95%) of the Ten Day VWAP.

• The Company may irrevocably elect in the applicable Redemption Notice to pay the Redemption Make-Whole Amount in cash or by delivery of a number of shares of Common Stock equal to (a) the Redemption Make-Whole Amount divided by (b) the five Trading Day VWAP with regard to the Common Stock during the five Trading Day period beginning on the Trading Day immediately following the delivery of the Redemption Notice.

• Such shares of Common Stock shall be issued at the 20 Day VWAP of shares on the day immediately prior to the day of commencement of trading on The Nasdaq Stock Market and shall vest on the one year anniversary of the date of this Agreement, subject to continued employment.

• In lieu of fractional shares, the Company shall pay cash in respect of each fractional share equal to such fractional amount multiplied by the Thirty Day VWAP as of the closing of business on the Business Day immediately preceding the Conversion Date.

• If the adjustment ratio has been determined by ICE Futures Europe based on a Cum Entitlement Price, the Calculation Agent shall recalculate the adjustment ratio using (1) if the relevant Corporate Action is a rights issue, the Closing Price referred to in paragraph (ii)(1) above, or (2) if the relevant Corporate Action is not a rights issue, the 5 Day VWAP referred to in paragraph (ii)(2) above, in each case instead of the Cum Entitlement Price (being the “CA Adjustment Ratio”).

• Based on Apple Hospitality’s 20 Day VWAP ending April 12, 2016 of $19.49 per share, the total per Unit consideration equates to an implied offer price of $11.17 per Apple Ten Unit, including the $1.00 cash per Unit consideration.

More Definitions of Day VWAP

Day VWAP means the volume weighted average price of an Etsy Share traded on the Nasdaq Capital Market (or, if the Etsy Shares are no longer traded on the Nasdaq Capital Market, then the relevant U.S. national securities exchange on which they are traded) for the 10 trading days ending on the trading day immediately preceding the Deferred Payment Date or Good Leaver Payment Date, as applicable;

Day VWAP means the 30 day volume weighted average price of the Company’s ordinary shares. 28.3 Reference to certain general terms (a) (ESOP terminology) in respect of matters in this Agreement relating to the ESOP, a term in this Agreement in respect of options has the meaning given to it in the ESOP; (b) (variation or replacement) a reference to this Agreement or another instrument includes any variation or replacement of either of them; (c) (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this Agreement; (d) (reference to statutes) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (e) (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them); (f) (singular includes plural) the singular includes the plural and vice versa; (g) (person) the word “person” includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority; (h) (executors, administrators, successors) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns; (i) (calculation of time) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive to that day; (j) (reference to a day) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; (k) (payment of money) where a day specified by this Agreement for the payment of money falls on a Saturday, Sunday or a day appointed as a public holiday for the whole day, the day so specified will be taken to be the day preceding the day so specified which is not in turn a Saturday, Sunday or day so appointed as a holiday for the whole day; (l) (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;