Second Closing Share Price definition

Second Closing Share Price means the amount of at least Two Dollars (USD$2.00) per share of Common Stock or a price that the Company otherwise accepts.
Sample 1Sample 2
Second Closing Share Price means a price per share equal to the product of (i) 0.75 and (ii) (A) if in connection with an Option Closing, the twenty (20) day VWAP of the Class A Common Stock ending on the date immediately prior to the date on which the notice referred to in Section 1.1(C) is sent to the Company by the Purchaser and (B) if in connection with the Second Closing, the twenty (20) day VWAP of the Class A Common Stock as calculated beginning on the 10th trading day before (and including) the date of the consummation of the Financing Event (or, if earlier, the date of announcement of the Financing Event) and ending on the 10th trading day following the date of the consummation of the Financing Event (or, if earlier the date of announcement of the Financing Event). Notwithstanding the foregoing, the Second Closing Share Price shall not exceed the Conversion Price (as such term is defined in the form of Senior Secured Convertible Promissory Note included in the Convertible Debt Agreement) as in effect at the time of the Second Closing or Option Closing, as applicable.
Sample 1

Related to Second Closing Share Price

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • 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”.

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

  • Final 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 Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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 Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Second Closing has the meaning set forth in Section 2.2.

  • 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.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • 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.

  • 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).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • 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.

  • 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.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • 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.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.