Pre-Closing Option Share means a share of Company capital stock purchased or purchasable upon exercise of a Pre-Closing Option.
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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.
Option Share has the meaning ascribed to it in section "4.7" hereinbelow;
Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
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.
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).
Subsequent Closing has the meaning set forth in Section 3.2.
Option Closing Time has the meaning given to it in Section 16(1);
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”.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(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.
Target Share means any share of the Common Stock of the Target.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.