Parent Average Price definition

Parent Average Price means the average closing price of a share of Parent Common Stock on the NYSE for the twenty (20) consecutive trading days ending on the Business Day prior to the Effective Time.

Parent Average Price means the volume weighted average price of the Parent Common Stock on the Nasdaq Stock Exchange reporting system (based on “regular way” trading) for the fifteen (15) trading days ending on the day which is the second trading day preceding the anticipated date that the Effective Time is to occur, whether or not trades occurred on those days.

Parent Average Price means the arithmetic average of the 4:00 p.m. Eastern Time closing sales prices of Parent Common Stock reported on the NYSE Composite Transaction Tape for the five consecutive NYSE trading days ending at the close of trading on the Determination Date, taking into account any Parent Adjustment Event.

Examples of Parent Average Price in a sentence

• Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued and any holder of Shares entitled to receive a fractional share of Parent Common Stock but for this Section 3.03(g) shall be entitled to receive a cash payment in lieu thereof, which payment shall be calculated by the Exchange Agent and shall represent such holder’s proportionate interest in a share of Parent Common Stock based on the Parent Average Price.

• The "Exchange Ratio" shall be determined by dividing $24.00 by the "Parent Average Price" (as defined below), rounded to three decimal places; provided, however, that the Exchange Ratio shall not be less than 1.200 nor more than 1.412.

• Notwithstanding any other provision of this Agreement, each holder of Company Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a Parent Share multiplied by the Parent Average Price at the Effective Time.

• If between the date of this Agreement and the Effective Time, the outstanding Parent Common Stock shall have been changed into a different number of shares of Parent Common Stock by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of a class of shares or the like, the Exchange Ratio, the Parent Average Price and the Starting Price shall be correspondingly and appropriately adjusted to reflect such event.

• No fraction of a share of Parent Common Stock and no certificates or scrip therefor will be issued in the Merger; instead, Parent shall pay to each holder of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock an amount in cash, rounded to the nearest cent, determined by multiplying such fraction by the Parent Average Price.

More Definitions of Parent Average Price

Parent Average Price shall be the average of the daily average of the per share high and low sales prices of one share of Parent Common Stock as reported on The New York Stock Exchange, Inc. (the "NYSE") composite transactions reporting system (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 10 trading days ending on the third trading day prior to the Closing Date, rounded to the nearest ten-thousandth of a dollar.

Parent Average Price means the average, for a period consisting of the fifteen (15) consecutive Trading Days ending on (and including) the third (3rd) Trading Day prior to the Closing Date, of the volume-weighted daily average price, as reported in the Financial Times, U.S. Edition, or if not reported therein, another authoritative source, expressed in Euros for a single Parent Ordinary Share on the HSE, converted into U.S. Dollars at the Exchange Rate for such date.

Parent Average Price means the average closing price of one (1) share of Parent’s common stock on Nasdaq for the thirty (30) day period preceding the date that an Earn-Out Amount becomes due pursuant to Section 2.16.

Parent Average Price means the average of the closing price per share of Parent Common Stock on the New York Stock Exchange (the "NYSE"), as reported in The Wall Street Journal, New York City edition, on the twenty NYSE trading days ending on the second business day prior to the Closing Date. The Parent Average Price shall be rounded to the nearest cent. At the Effective Time, all Company Shares shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Shares (other than Excluded Company Shares) shall thereafter represent only the right to the Merger Consideration in respect of each Company Share formerly represented by such Certificate multiplied by the number of Company Shares formerly represented by such Certificate and the right, if any, to receive pursuant to Section 4.2(d) cash in lieu of the fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(b), in each case without interest.

Parent Average Price in respect of a given Measurement Period means the quotient of (x) the sum of the closing sale prices per share of Parent Stock as reported on the NYSE for each day within the Measurement Period divided by (y) 20. For the purposes hereof, “closing sale price” means, with respect of any security, the closing sale price of such security (x) as quoted on the Nasdaq or (y) as reported on the NYSE, as the case may be. In addition, “trading day” means each day that both (x) the NYSE is open for business and (y) trades may be made on Nasdaq. Computations pursuant to this Section 10.01(i) shall be appropriately adjusted to reflect any stock dividends, subdivisions, splits, combinations, extraordinary dividends or other similar events relating to Parent Stock or to a security listed on Schedule 10.01(i), as applicable. The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give notice of such termination to the other party.

Parent Average Price means the average closing price on the New York Stock Exchange of Parent Common Stock (as reported in the New York Stock Exchange Composite Transactions reporting system as published in The Wall Street Journal or, if not published therein, in another authoritative source) for the 20 consecutive trading days ending with the second trading day immediately preceding the Effective Time.

Parent Average Price means the volume-weighted average price per share, rounded to the nearest hundredth of a cent, of Parent Common Stock on the NASDAQ Global Select Market (“Nasdaq”) for the twenty (20) consecutive trading days ending on (and including) the fifth business day immediately preceding the Closing Date, as reported by Bloomberg Financial Markets, or any successor thereto, through its “volume weighted average price” function (or, if not reported therein, in another authoritative source mutually selected by Parent and the Company). The Parent Common Stock to be issued in the First-Step Merger is sometimes referred to herein as the “Merger Consideration.”