Per Share Stock Amount definition

Per Share Stock Amount means, with respect to each share of Common Stock, the quotient of the Aggregate Share Amount divided by the Fully-Diluted Outstanding Stock (but determined without regard to Options or EARs) immediately prior to the Effective Time.

Per Share Stock Amount means that number of shares of Parent Common Stock with a value equal to the Per Share Cash Price based on the Parent Per Share Price.

Per Share Stock Amount means (a) the Aggregate Stock Consideration, divided by (b) the Accredited Share Number.

Examples of Per Share Stock Amount in a sentence

• The Company has received the opinion of Gxxxxxx, Sxxxx & Co., financial advisor to the Company, to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications and limitations set forth therein, the Per Share Stock Amount and the Per Share Cash Amount to be received by the holders of shares of Company Common Stock, taken in the aggregate, is fair from a financial point of view to such holders (such opinion, the “Goldman Fairness Opinion”).

• Each Non-Electing Share shall be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Parent common stock, par value $0.01 per share (the “Parent Common Stock”), equal to the Per Share Stock Amount (the “Proposed Stock Issuance Amount”), subject to Section 2.1(a)(ii)(3) and Section 2.1(a)(ii)(4).

• Each share of Company Common Stock (other than a Cancelled Share) shall be entitled to receive, pursuant to this Section 2.1, either the Per Share Stock Amount or an amount of cash equal to the Per Share Cash Price.

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• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Common Stock owned by Parent or Merger Sub) shall be converted at the Effective Time (the “Common Merger Consideration”) into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the Per Share Stock Amount.

More Definitions of Per Share Stock Amount

Per Share Stock Amount means that number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the quotient determined by dividing the Per Share Cash Amount by the Parent Average Closing Price.

Per Share Stock Amount means the number of shares (or a fraction thereof) of PCS Common Stock (expressed as a decimal and with the result rounded up or down to the nearest one one-thousandth, 0.0005 being rounded up to 0.001) equal to: (A) if the Final PCS Common Stock Price is at least $72.00 but not greater than $83.25, then 0.17713; (B) if the Final PCS Common Stock Price is less than $72.00, then the lesser of (1) 0.19615 and (2) the quotient of (x) $12.75 divided by (y) the Final PCS Common Stock Price; and (C) if the Final PCS Common Stock Price is greater than $83.25, then the greater of (1) 0.16389 and (2) the quotient of (x) $14.75 divided by (y) the Final PCS Common Stock Price; (v) for purposes hereof, the term "Final PCS Common Stock Price" shall mean the quotient obtained by dividing (A) the sum of the averages of the daily high and low trading prices of the PCS Common Stock on the New York Stock Exchange (the "NYSE") for each trading day during the Valuation Period by (B) the number of trading days in the Valuation Period; the term "Valuation Period" shall mean the 20 consecutive days on which shares of PCS Common Stock are traded on the NYSE ending on the second business day immediately prior to the anticipated Effective Time; and the term "Determination Date" shall mean the last day of the Valuation Period; and (vi) for purposes hereof, the term "dollars" and the symbol "$" shall both mean United States dollars. SECTION 1.02.

Per Share Stock Amount means such number of shares of Purchaser Common Stock equal to the result of

Per Share Stock Amount means, with respect to each Company Share outstanding as of the Closing Date immediately prior to the Effective Time (after giving effect to all repurchases and net exercises under the Management Stock Plan), the Per Share Closing Stock Amount for such Company Share, plus the Per Share Post-Closing Stock Adjustment Amount for such Company Share, if any.

Per Share Stock Amount. (such combination of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:

Per Share Stock Amount means an amount in cash equal to the product of (i) the Per Share Stock Consideration, multiplied by (ii) the Parent Trading Price.

Per Share Stock Amount means 0.95.