Public Offering Price Per Share definition

Public Offering Price Per Share means, with respect to any Qualified Offering, the gross public offering price per share of Common Stock paid by public investors in such Qualified Offering, (i) prior to deducting any underwriting discounts or commissions, any placement agent or other fees or commissions, and any other offering fees or expenses payable by the Company in connection with such Qualified Offering and (ii) excluding (A) any amounts paid or payable by public investors in the Qualified Offering for any Options or Convertible Securities sold to the public investors in such Qualified Offering, whether such Options or Convertible Securities are sold as a unit or otherwise together with the Common Stock sold in such Qualified Offering, in any combination, or otherwise, and (B) any amounts paid or payable for any shares of Common Stock that may be acquired pursuant to the exercise or conversion of any Options or Convertible Securities sold to the public investors together with the Common Stock in such Qualified Offering (not taking into account any cashless exercise provisions).

Public Offering Price Per Share means the lowest price per share of Common Stock paid by the public investors in the registered public offering; it being understood however that if there is more than one type of security purchased by the investors in the registered public offering (excluding for the avoidance of doubt any securities issued to the applicable investment bank, placement agent or similar financial advisor) and either the price per share of Common Stock is not agreed upon in the registered public offering (such as if securities were sold as a unit) or the price per share of Common Stock is agreed upon but such price does not for adjustment purposes reflect a reliable price for the purchase of Common Stock separately due to such Common Stock not being the primary security in the registered public offering, the price per share of the Common Stock issued in the registered public offering shall be the implied price per share of the Common Stock which shall be reasonably calculated by the Company in its sole discretion (including through backing out the value of the non-common securities, such as through Black Scholes valuation).

Public Offering Price Per Share means the Unit offering price in the Public Offering divided by the number of shares of common stock included in the Unit. This Agreement shall also terminate with respect to paragraphs (i), (ii), and (iii) above if after the closing of the Public Offer the average of the last reported sales price for the Company's common stock equals or exceeds 200% of the Public Offering Price Per Share (as defined above) for twenty consecutive trading days. The undersigned hereby agrees to the placement of a legend on the certificates representing the Securities to indicate the restrictions on resale of the Securities imposed by this agreement and/or the entry of stop transfer orders with the transfer agent and the registrar of the Company's securities against the transfer of the Securities except in compliance with this agreement. In the case of any Securities for which the undersigned is the beneficial but not the record holder, the undersigned agrees to cause the record holder to authorize the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on its books and records with respect to such Securities. To the extent that the undersigned has any rights with respect to the registration of any Securities pursuant to any agreement with the Company, and to the extent that such agreement and the rights conferred thereunder may be inconsistent with the terms of this letter agreement, the undersigned agrees that the terms herein shall govern. The undersigned hereby represents and warrants that (a) all of the Securities held by such person are listed on the attached Annex 1; (b) the undersigned has full power and authority to enter into this letter agreement, and (c) the undersigned will execute any additional documents necessary or desirable in connection with the enforcement of this letter agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. If this agreement is acceptable to the Underwriter, please sign the form of acceptance below and deliver one of the counterparts hereof to me. This will become a binding agreement between us upon execution by each of the parties hereto. Very truly yours, (Signature) (Print Name) AGREED to and ACCEPTED this day of 2004 THE SHEMANO GROUP, INC. By Authorized Signature Annex 1 List o...

Examples of Public Offering Price Per Share in a sentence

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• Public Offering Price Per Share Price Per Share Paid by Underwriters Discount Per Share [EXHIBIT A [Form of Forward Agreement(s)] ___________, 200__ To: American Capital Strategies, Ltd.

• If the public offering is a Qualified Public Offering, the corporation shall also give each holder of record of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock written notice to such effect, specifying the Qualified Public Offering Price Per Share, not later than the date of the closing of such Qualified Public Offering.

• Such notice shall set forth a summary of the proposed terms of such public offering, including the anticipated Initial Public Offering Price Per Share (which may be expressed as a range of anticipated prices) for the Class A Common Stock.

• Thereafter, the corporation shall give such holders prompt written notice of any material changes in the proposed terms of such public offering, including any change in the anticipated Initial Public Offering Price Per Share.

• This information will Brian Leffertsallow researchers to track the link between water use and health as it applies to American Indians and Alaska Natives.

• Underwritten Shares: [●] Option Shares: [●] Public Offering Price Per Share: $[●] Annex B Written Testing-the-Waters Communications None.

• The Securities may be offered to certain dealers selected by the Underwriter at a price that represents a concession not in excess of $0.105 per share under the Public Offering Price Per Share.

• SCHEDULE III Firm Shares Offered: 2,000,000 Option Shares Offered: 300,000 Public Offering Price Per Share: $5.60 Underwriting Discount: 7% SCHEDULE IV FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 None.

• SCHEDULE II Pricing and Other Information Number of Shares of Common Stock to be sold: 5,000,000 Public Offering Price Per Share: $2.25 Underwriting Discounts and Commissions per Share: $0.146 Estimated Net Proceeds to the Company, before Company expenses: $10,445,000 Dilution Per Share to New Investors: $1.60 SCHEDULE III Persons Executing Lock-Up Agreements Sxxxxxx X.