Purchaser Post-Closing Stock Price means the volume weighted average price of a share of Purchaser Common Stock trading on the New York Stock Exchange over the first three trading days following the Closing Date.
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.
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.
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 Consideration shall have the meaning set forth in Section 2.1(b).
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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Cash Amount has the meaning set forth in Section 2.2.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.
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).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Closing Merger Consideration has the meaning set forth in Section 2.02
Second Closing has the meaning set forth in Section 2.2.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Second Closing Date has the meaning set forth in Section 1.3.
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.