Non-Founder Seller Closing Amount Per Share means the number of shares of Buyer Common Stock equal to the quotient of (i) the Non-Founder Seller Closing Amount, divided by (ii) the Non-Founder Seller Company Capital Stock Amount.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Taxable value per membership pupil means each of the following divided by the district’s membership:
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Amount has the meaning set forth in Section 2.2.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.
Earnout Period has the meaning set forth in Section 2.5(a)(iii).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Earnout Amount has the meaning set forth in Section 2.7(a).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Second Closing Date has the meaning set forth in Section 1.3.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.