Parent Share Amount definition
Examples of Parent Share Amount in a sentence
Notwithstanding anything to the contrary in this Agreement, the total number of shares of Company Common Stock that will be converted into the Stock Election Consideration (the “Stock Conversion Number”) shall be equal to the quotient obtained by dividing (x) the Aggregate Parent Share Amount by (y) the Exchange Ratio.
The number of “Initial Closing Shares” shall be that number of shares of Parent Common Stock equal to 25% of the Parent Share Amount (it being understood and agreed upon that the number of Initial Closing Shares is equal to 15,622,549 on the date hereof), such number of shares to be subject to adjustment pursuant to Section 2.11, and such shares to be issued, in accordance with Section 2.12.
For purposes of this Agreement, "Exchange Ratio" shall mean the decimal equivalent (rounded to four decimal places) of the quotient obtained by dividing the Aggregate Parent Share Amount (as defined below) by the Fully Diluted Company Share Amount (as defined below).
Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.
The Total Parent Share Amount, as reduced by the Working Capital Adjustment Factor and the Audit Expense Adjustment Factor, if any, together with the Cash Amount, shall be the "Merger Consideration." As soon as practicable after the completion by the Company of the Audited 1999 Financial Statements, the Company and each of the Stockholders shall deliver to Alloy a certificate setting forth the working capital of the Company as of December 31, 1999 (the "Audited Company Working Capital").
Any Parent Share Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 60 days to the extent required for the General Partner to cause additional Parent Shares to be issued.
The parties acknowledge that the Total Parent Share Amount is based upon a presumed working capital of the Company as of December 31, 1999 equal to (($850,000)) (the "Presumed Company Working Capital").
The shares of Parent Common Stock comprising the Aggregate Mixed Election Parent Share Amount and the Aggregate Series B Mixed Election Parent Share Amount will be duly authorized, and upon consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
Citigroup shall request that, within five Business Days following the Effective Time, the exchange agent for the Merger certify in writing (such written certification, the "Exchange Agent Certificate") to Citigroup the Aggregate Cash Amount, the Aggregate Parent Share Amount and the number of Exchangeable Shares (each, as defined in the Merger Agreement).
If the Actual Company Working Capital (as defined below) as of December 31, 1999 is less than the Presumed Company Working Capital, then the Total Parent Share Amount shall be reduced by an amount (the "Working Capital Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the difference between the Presumed Company Working Capital and the Actual Company Working Capital by (B) the Stipulated Price.