Per Share Common Closing Payment definition

Per Share Common Closing Payment means the amount equal to the quotient obtained by dividing (x) the greater of (i) zero and (ii) the amount of the Closing Payment minus the aggregate amount of the Per Share Preferred Closing Payments payable in respect of all Fully-Diluted Preferred Shares, by (y) the Fully-Diluted Common Share Number, as shown in the Allocation Certificate.
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Per Share Common Closing Payment means the amount equal to the quotient obtained by dividing (x) the greater of (i) zero and (ii) the amount of the Closing Payment minus the aggregate amount of the Per Share Preferred Closing Payments payable in respect of all Fully-Diluted Preferred Shares, by(y) the Fully-Diluted Common Share Number, as shown in the Allocation Certificate.
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Per Share Common Closing Payment means in respect of each share of Common Stock (or share of Common Stock issuable upon exercise of a Company Stock Option, or underlying a Company RSU) outstanding as of immediately prior to the Effective Time, the quotient obtained by dividing (i) the sum of (x) the Aggregate Common Equity Cash Amount plus (y) the aggregate of the exercise prices of all Company Stock Options with respect to which such payment is required to be made, by (ii) the Fully Diluted Share Number.
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Examples of Per Share Common Closing Payment in a sentence

  • All shares of the Series A Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of the Series A Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Preferred Closing Payment, the Per Share Common Closing Payment and the Per Share Common Holdback Amount.

  • Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Participating Rights Holders will be converted at the Effective Time into the right to receive from Parent, in cash, an amount equal to the Per Share Common Closing Payment.


More Definitions of Per Share Common Closing Payment

Per Share Common Closing Payment means the Per Share Common Initial Merger Consideration minus the sum of (a) the Per Share Common Escrow Amount and (b) the Per Share Common Holdback Amount.
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Per Share Common Closing Payment means the Per Share Common Cash Closing Payment and the Per Share Common Stock Closing Payment.
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Related to Per Share Common Closing Payment

  • 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.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • 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.

  • 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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Pre-Closing Period means any Tax period ending on or before the Closing Date.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).