Equivalent Price definition
Equivalent Price means, with respect to any Member, the amount, if any that such Member would be entitled to in a Liquidation and dissolution of the Company and a distribution of the proceeds therefrom pursuant to Section 7.03(c) if 100% of the Company’s business and assets were sold in an all cash transaction for an implied valuation: (i) with respect to a tag-along transaction pursuant to Section 10.04, that would result in the Transferring Member receiving (pursuant to Section 7.03(c)) an amount equal to the Proposed Tag Along Price in exchange for the Transferred Interests, (ii) with respect to a Sale Transaction pursuant to Section 10.05, equal to the aggregate consideration reasonably expected to be received by the Members (or the Company and its Subsidiaries in the event of a sale of assets) as set forth in the Sale Request, adjusted as necessary to assume a Sale Transaction Percentage of 100% and assuming the full release of any proceeds to be held in escrow and the exercise in full of the Warrants; provided that to the extent any such Transfer or Sale Transaction is for less than all of any Member’s Membership Interests, the amount payable with respect to such Member in respect of its Membership Interests shall be only that payable with respect to such Transferred or sold Membership Interests and, accordingly, such Member’s Equivalent Price shall be reduced pro rata based on the percentage of such Membership Interests (assuming the exercise in full of the Warrants) being so Transferred or sold and (iii) in connection with an IPO Conversion in accordance with Section 11.01, equal to the valuation implied by the offering price to the public in the IPO. Notwithstanding anything to the contrary herein, the Class P Units shall be included in the determination of “Equivalent Price” solely to the extent such Units are being actually redeemed or repurchased in connection with the transaction in which such Equivalent Price is being determined.
Equivalent Price means a price calculated at any point in time by adjusting (either upward or downward, as appropriate) the actual invoiced price of the Affected Models for differences between the Affected Model and the applicable Alternative Device with respect to the following sales terms: the duration of the warranty period; the scope of warranty services provided during the warranty period; the volume of equipment and software actually purchased or licensed; and any material differences in features and functionality of the equipment and software provided.
Equivalent Price as to any particular security shall mean (i) with respect to any security of the same class of securities as any Offered Securities being transferred by the Transferring Securityholder, the price specified in the Offer Notice to be paid to the Transferring Securityholder for each security of such class, (ii) with respect to any other security, the fair value of such security (as based upon, or implied by, the price specified in the Offer Notice to be paid to the Transferring Securityholder(s) for the type and class of Offered Securities to be transferred in the contemplated Transfer) as agreed upon by the Transferring Securityholder and the holders of a majority of the Securityholder Securities electing to be included in such Transfer (or if such Persons cannot reach agreement, as determined by an appraiser or investment banker mutually agreeable to such Persons).
Examples of Equivalent Price in a sentence
The “Conversion Price” shall (i) if the New Securities are common stock, par value $0.001 per share (the “Common Stock”), be equal to the Common Stock Equivalent Price (as defined below) or (ii) if the New Securities are convertible capital stock, the Conversion Price shall be an amount equal to the Common Stock Equivalent Price multiplied by the number of shares of Common Stock into which one share of such convertible capital stock is convertible.
Any transfer of Company Stock by a Drag-Along Stockholder pursuant to the terms hereof shall be at the price per share of Company Stock specified in the Drag-Along Notice (or in the case of a LLC Drag, at the Company Stock Equivalent Price).
Also, the Highest Per Share and the Highest Equivalent Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Acquiring Person with respect to the shares of capital stock of the Corporation acquired by the Acquiring Person.
If there is more than one class of capital stock of the Corporation issued and outstanding, the Highest Equivalent Price shall mean, with respect to each class and series of capital stock of the Corporation, the highest per share price equivalent of the highest price that can be determined to have been paid at any time by such Acquiring Person for any share or shares of any class or series of capital stock of the Corporation.
Whenever the Common Share Equivalent Number or the Common Share Equivalent Price is adjusted, the Corporation shall promptly mail to holders of the Series D Preferred Stock and to the transfer agent a notice of the adjustment briefly stating the facts requiring the adjustment and the manner of computing it.
More Definitions of Equivalent Price
Equivalent Price means with respect to a Drag-Along Sale and any Unit held by a Partner, the amount (if any) determined by the Board that such Partner would be entitled to receive with respect to such Unit in a Liquidation of the Company and a distribution of the proceeds therefrom pursuant to Section 5.3(b) assuming 100% of the Company’s business and assets were sold in an all cash transaction for an implied valuation equal to the aggregate consideration reasonably expected to be received by the Partners (or the Company Entities in the event of a sale of assets) in such Drag-Along Sale and as set forth in the Drag-Along Notice for such Drag-Along Sale, adjusted as necessary to assume a Drag-Along Percentage of 100%; provided, with respect to any Drag-Along Sale that is for less than all of any Partner’s Units, the amount payable with respect to such Partner shall be only that amount payable with respect to the Units actually sold in such Drag-Along Sale; and, provided, further, that with respect to the Indigo Partners, the “Equivalent Price” per Unit of a given type, class and series shall be equal to the price per Unit of the same type, class and series received by the Dragging Partner in the Drag-Along Sale.
Equivalent Price means the product of (A) the average of the daily average of the per share high and low sales prices of one share of common stock of the applicable company as reported on the principal exchange or quotation system on which such member is listed or quoted (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another mutually acceptable authoritative source) for each of the ten trading days ending on the trading day prior to the Starting Date or the Determination Date, as applicable, rounded to the nearest hundredth of a dollar, and (B) the Shares Purchased Factor set forth in Section 8.7(a) of the Parent Disclosure Letter for the applicable member of the Index Group. "Starting Date" means May 11, 2001. All share price information set forth in this paragraph shall be appropriately adjusted for any stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares or similar transaction.
Equivalent Price of a share of: (a) Class C Common Stock proposed to be sold by CVCA pursuant to Section 7.2 in connection with a Sale Notice relating to the proposed Transfer by ▇▇▇▇▇▇ of a share of Class B Common Stock shall be equal to the sum of (i) the amount payable in respect of such share of Class B Common Stock, (ii) the Unpaid Yield on such share of Class C Common Stock immediately prior to the proposed Transfer thereof and (iii) the Unreturned Original Cost of such share of Class C Common Stock immediately prior to such proposed Transfer; and (b) Class B Common Stock proposed to be sold by CVCA pursuant to Section 7.2 in connection with a Sale Notice relating to the proposed Transfer by ▇▇▇▇▇▇ of a Class C Share shall be equal to the amount payable in respect of such share of Class C Common Stock minus the sum of (i) the Unpaid Yield on such share of Class C Common Stock immediately prior to the proposed Transfer thereof and (ii) the Unreturned Original Cost of such share of Class C Common Stock immediately prior to such proposed Transfer.
Equivalent Price shall be determined as follows: with respect to (A) any share of Series A Stock proposed to be sold, the Equivalent Price for a share of Common Stock shall be the lesser of (i) the amount determined by dividing the amount payable in respect of such share of Series A Stock by the number of Common Share Equivalents represented by such share of Series A Stock and (ii) the fair market value of a share of Common Stock (as determined in good faith by the Board of Directors, taking into account the liquidation preference of the Series A Stock) and (B) any share of Common Stock proposed to be sold, the Equivalent Price for a share of Series A Stock shall be equal to the product of (x) the amount payable in respect of such share of Common Stock and (y) the number of Common Share Equivalents represented by such share of Series A Stock.
Equivalent Price means in the case (a) where a share of Class A Common Stock is being transferred, then the Equivalent Price for a share of Class B Common Stock shall be the price of such share of Class A Common Stock plus the amount of the then-outstanding Liquidation Preference (as such term is defined in the Certificate of Incorporation) of such share of Class B Common Stock and (b) where a share of Class B Common Stock is being transferred, then the Equivalent Price for a share of Class A Common Stock shall be the price of such share of Class B Common Stock less the amount of the then-outstanding Liquidation Preference of such share of Class B Common Stock.
Equivalent Price has the meaning set forth with respect thereto in Section 4(d).
Equivalent Price has the meaning set forth with respect thereto in ---------------- Section 4(d).