Parent Average Stock Price definition

Parent Average Stock Price means the average of the closing sales price of a share of Parent Common Stock as reported on the Nasdaq National Market for each of the twenty consecutive trading days ending on and including the trading day immediately preceding the Scheduled Closing Time.

Parent Average Stock Price means the average (rounded to the nearest full cent, with the cents rounded up if the third decimal place is 5 or more) of the daily closing sale prices of a share of Parent Common Stock as reported on the New York Stock Exchange ("NYSE") Composite Tape, as reported in The Wall Street Journal, for the 19 consecutive NYSE trading days ending on and including the first NYSE trading day immediately preceding the Effective Time. Notwithstanding the foregoing, if the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus the number of shares subject to then outstanding options, warrants, or other rights to acquire shares of Company Common Stock (collectively, "Company Stock Acquisition Rights") is greater than 20,693,456 shares plus that number of shares issuable under the Company's Employee Share Purchase Plan and Team Savings Plan or if the aggregate exercise price of all such Company Stock Acquisition Rights then outstanding is less than the aggregate exercise price reflected in Section 3.3 of the Company Disclosure Schedule, then the $27.50 amount per share of Company Common Stock, as described above, shall be reduced to an amount equal to (i) [$27.50 times 20,693,456 shares plus that number of shares issuable under the Company's Employee Share Purchase Plan and Team Savings Plan] minus the aggregate exercise price reflected in Section 3.3 of the Company Disclosure Schedule plus the aggregate amount received by the Company as a result of any issuance of Company Common Stock after the date of this Agreement and prior to the Effective Time plus the aggregate exercise price of all Company Stock Acquisition Rights outstanding immediately prior to the Effective Time divided by (ii) the sum of (A) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus (B) the number of shares subject to Company Stock Acquisition Rights then outstanding. An appropriate adjustment shall similarly be made in the event that, prior to the Effective Time, the outstanding shares of Company Common Stock, without new consideration, are changed into or exchanged for a different kind of shares or securities through a reorganization, reclassification, stock dividend, stock combination, or other like change in the Company's capitalization. Notwithstanding the foregoing, nothing in this section shall be deemed to constitute authorization or permission for or consent from Parent or Merger Subsid...

Parent Average Stock Price means the average of the closing sales price of a share of Parent Common Stock as reported on the Nasdaq National Market for each of the five (5) consecutive trading days ending on and including the second trading day immediately preceding the date on which a final vote of the stockholders of the Company on the adoption and approval of this Agreement and the approval of the Merger shall have been held. For example, if one share of Parent Common Stock, as constituted on the date hereof, is reconstituted into one share of Class A Common Stock and one-half of a share of Class B Common Stock, and the average of the closing sales price of a share of Class A Common Stock for such consecutive trading days is $15.00 and the average of the closing sales price of a share of Class B Common Stock for such five trading days is $10.00, then the Parent Average Stock Price would be $20.00 (i.e. $15.00 per Class A share plus the product of 0.5 of a Class B share times $10.00 per Class B share).

Examples of Parent Average Stock Price in a sentence

• If a fractional share results from such aggregation, then (in lieu of such fractional share) the Exchange Agent shall pay to each holder of shares of Company Common Stock who otherwise would be entitled to receive such fractional share of Parent Common Stock an amount of cash (without interest) determined by multiplying (i) the Parent Average Stock Price by (ii) the fractional share of Parent Common Stock to which such holder would otherwise be entitled.

• Parent Average Stock Price" shall mean the average of the closing sales price of a share of Parent Common Stock as reported on the Nasdaq National Market for each of the twenty consecutive trading days ending on and including the second trading day immediately preceding the date on which a final vote of the stockholders of the Company on the adoption and approval of this Agreement and the approval of the Merger shall have been held.

• The "Parent Average Stock Price" shall mean the average (rounded to the nearest full cent, with the cents rounded up if the third decimal place is 5 or more) of the daily closing sale prices of a share of Parent Common Stock as reported on the New York Stock Exchange ("NYSE") Composite Tape, as reported in The Wall Street Journal, for the 18 consecutive NYSE trading days ending on and including the second NYSE trading day immediately preceding the Effective Time.

• Absent fraud, from and after the Closing, the maximum liability of Parent to the Shareholders for Damages relating to any Breach of any representation, warranty, covenant or agreement contained in this Agreement shall be limited to an amount equal to the value of the number of shares placed in the Escrow Fund multiplied by the Parent Average Stock Price.

• The balance of such fee shall be paid in the form of that number of shares of Parent Common Stock equal to the remaining fee divided by the Parent Average Stock Price.

More Definitions of Parent Average Stock Price

Parent Average Stock Price means the average of the closing price of a share of Parent Common Stock on the NYSE for the ten consecutive trading days ending on the trading day two trading days prior to the date of the Special Meeting or, if no Special Meeting is required under applicable law in order to consummate the Merger, the Effective Time.

Parent Average Stock Price means the volume weighted average price for one share of Parent Common Stock as reported on the Nasdaq Capital Market for the five (5) trading day period ending immediately prior to (and excluding) the date on which the Acceptance Time occurs.

Parent Average Stock Price means the average closing price of a share of Parent Common Stock as reported on the Nasdaq OTC Bulletin Board (or, in the event that the Parent Common Stock is not quoted on the OTC Bulletin Board, as quoted in the "pink sheets") for the ten (10) trading days ending on the trading day immediately prior to the Closing Date; provided, however, that no trades of Parent Common Stock need have been made on a trading day in order for such trading day to constitute a "trading day" for purposes of determining the Parent Average Stock Price.

Parent Average Stock Price means the volume-weighted average trading price of one share of Parent Common Stock on the New York Stock Exchange for the applicable number of trading days (as calculated by Bloomberg Financial LP under the function “VWAP” or, if not reported there, as reported in another authoritative source mutually agreed by the Company and Parent).

Parent Average Stock Price. ("PASP") shall mean the average price per share (as determined by the closing sales price for the common stock of Parent) that the common stock of Parent has traded on the American Stock Exchange, or any other established stock exchange, automated quotation system or bulletin board, for the thirty consecutive market trading days prior to the Closing Date.

Parent Average Stock Price has the meaning set forth in Section 2.02(a)(i).

Parent Average Stock Price. Section 2.1.4.9 “Parent Closing Certificate” Section 6.3.3.2 “Parent Common Stock” Section 2.1.4.10 “Parent Representatives” Section 5.4.1