Maximum Stock Consideration definition

Maximum Stock Consideration means 5,919,052 shares of Parent Stock, subject to (i) adjustment set forth in Section 2.7(b) and further subject to (ii) increase by the product of the Exchange Ratio and any increase in number of outstanding shares of Company Stock between the date of this Agreement and the Effective Time, provided that any such increase in outstanding shares shall occur in accordance with the provisions of this Agreement.

Maximum Stock Consideration has the meaning set forth in Section 2.1(a).

Maximum Stock Consideration means the number of shares equal to the product of (x) the Average Stock Per Share and (y) the number of issued shares of Company Common Stock immediately prior to the Effective Time minus the sum of (A) the number of shares of Excluded Shares and (B) the number of Dissenting Shares; the “Cash Election Number” shall mean the quotient of (i) the Maximum Cash Consideration divided by (ii) the Cash Consideration; the “Stock Election Number” shall mean the quotient of (i) the Maximum Stock Consideration divided by (ii) the Stock Consideration; and the “Average Closing Price” shall mean the lesser of (i) the closing price of a share of Parent Common Stock on the day before the Closing Date and (ii) the average of the high and low trading prices of the Parent Common Stock on the day before the Closing Date.

Examples of Maximum Stock Consideration in a sentence

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• For purposes of this Agreement, the term “Pre-Closing Settlement Shares” shall be a number of shares of Acquiror Common Stock equal to the quotient of (i) the Pre-Closing Settlement Cash, divided by (ii) either (x) $30.18 if the Maximum Stock Consideration is determined under Section 2.1(a)(i); (y) the Acquiror Stock Price if the Maximum Stock Consideration is determined under Section 2.1(a)(ii); or (z) $29.00 if the Maximum Stock Consideration is determined under Section 2.1(a)(iii).

• The Maximum Stock Consideration shall be reduced by the sum of any Pre-Closing Settlement Shares in calculating the Effective Time Stock Consideration under Section 2.1(a).

• Additionally, the Per Share Cash Consideration will be subject to proration in the event that the aggregate number of Class A shares for which an election to receive the Per Share Cash Consideration has been made exceeds the TerraForm Power fully diluted share count minus (i) the Maximum Stock Consideration Shares, (ii) any Class A shares currently held by affiliates of Brookfield, and (iii) any shares for which the holders seek appraisal under Delaware law.

• Endocare stockholders elected to receive Stock Consideration in excess of the Maximum Stock Consideration.

More Definitions of Maximum Stock Consideration

Maximum Stock Consideration means the amount equal to the Stock Consideration Percentage multiplied by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares, if any) multiplied by the Exchange Ratio.

Maximum Stock Consideration means 18,610,000 Endo Shares.

Maximum Stock Consideration means the number of Parent Shares equal to the product of (i) the Average Parent Stock Per Share and (ii) the difference of (A) the number of Company Shares outstanding immediately prior to the Effective Time minus (B) the number of shares of shares to be cancelled in accordance with Section 2.1(c).

Maximum Stock Consideration means an amount in cash equal to (i) the Total Consideration minus (ii) the Vested Option Consideration minus (iii) the Unvested Option Consideration minus (iv) the Unvested Share Consideration.

Maximum Stock Consideration means Five Million Five Hundred Fifty-Five Thousand Five Hundred and Fifty-six (5,555,556) shares (computed by dividing Two Million Five Hundred Thousand Dollars ($2,500,000) by Forty-five Cents ($0.45)) of Purchaser Stock delivered to the Escrow Agent pursuant to Section 1.4(a)(i)(y).

Maximum Stock Consideration means 2,895,638 shares of validly issued, fully paid and non-assessable Parent Common Stock, subject to adjustment pursuant to Section 2.05.

Maximum Stock Consideration means 60% of the sum of the Scheme Consideration and Option Scheme Consideration (determined using a value for Stock Consideration and Option Stock Consideration equal to the value for each VA Common Share used in setting the BB Exchange Ratio), as such percentage may be decreased pursuant to Section 2.15.