Parent Stock Consideration definition

Parent Stock Consideration means a per Company Share number of shares of Parent Stock equal to one share multiplied by the Conversion Ratio. In the event that between November 21, 2001 and the Effective Time, the issued and outstanding shares of Parent Stock shall have been affected or changed into a different number of shares or a different class of shares as a result of a stock split, reverse stock split, stock dividend, spin-off, extraordinary dividend, recapitalization, reclassification, subdivision, combination of shares or other similar transaction, or there shall have been a record date declared for any such matter, the Parent Stock Consideration shall be proportionately adjusted. "Parent Stock Consideration Cap" equals 9,467,068 shares of Parent Stock.

Parent Stock Consideration has the meaning given to such term in Section 2.4(a)(i).

Parent Stock Consideration has the meaning set forth in Section 1.6(c).

Examples of Parent Stock Consideration in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued as Parent Stock Consideration in the Merger.

• The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent.

• The Cash Consideration and the Parent Stock Consideration to be received by the holders of Common Stock hereunder (together with the cash in lieu of fractional shares of Parent Stock as specified below) are referred to herein collectively as the "Merger Consideration".

• The manner in which each Company Share (except ----------------------------- Company Shares to be cancelled as set forth in Section 3.1(g)) shall be converted in the Merger into Parent Stock Consideration, Cash Consideration or a combination of Parent Stock Consideration and Cash Consideration shall be as set forth in this Section 3.3.

• No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock comprising part of the Total Parent Stock Consideration with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificates with respect to the shares of Parent Common Stock represented thereby until the holder of such Company Stock Certificate shall surrender such Company Stock Certificate in accordance with this Section 2.8.

More Definitions of Parent Stock Consideration

Parent Stock Consideration means a number of shares of the common stock of the Parent Common Stock with an agreed market value of $333,333.00 determined using the weighted average price as reported on the website of the American Stock Exchange of the Parent Common Stock for the ten (10) trading days preceding the trading day immediately prior to the Management Date (which weighted average price shall in no event be less than $2.70 per share or greater than $3.70 per share).

Parent Stock Consideration means the number of shares of Parent Common Stock equal to the quotient of (i) the positive amount equal to (A) the Closing Aggregate Merger Consideration, minus (B) the Preferred Stock Merger Consideration, minus (C) the Closing Cash Consideration, minus (D) the Adjustment Escrow Amount, minus (E) the Reimbursement Fund Amount, divided by (ii) $10.00.

Parent Stock Consideration means the Closing Parent Stock Consideration and the Earnout Merger Consideration (if any).

Parent Stock Consideration means that number of shares of Parent Common Stock payable in the Merger for each Company Share at a rate of one share of Parent Common Stock multiplied by the Conversion Ratio.

Parent Stock Consideration means a fraction of a fully paid and nonassessable share of Parent Common Stock equal to the Conversion Ratio.

Parent Stock Consideration means one hundred percent (100%) of the Estimated Net Enterprise Value.

Parent Stock Consideration means the number of shares of Series E Preferred Stock of Parent, convertible into shares of the common stock, par value $0.001 per share, of Parent, subject to adjustment as provided herein and common shares into which they may be converted.