Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
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 Consideration shall have the meaning set forth in Section 2.1(b).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Earn-Out Consideration is defined in Section 2.5(c).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Earnout Shares has the meaning set forth in Section 3.6(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Earn-Out Shares has the meaning provided in Section 2.2(b).