Parent Stock Consideration means a per Company Share number of shares of Parent Stock equal to one share multiplied by the Conversion Ratio. In the event that between the date of this Agreement and the Effective Time, the issued and outstanding shares of Parent Stock shall have been affected or changed into a different number of shares or a different class of shares as a result of a stock split, reverse stock split, stock dividend, spin-off, extraordinary dividend, recapitalization, reclassification, subdivision, combination of shares or other similar transaction, or there shall have been a record date declared for any such matter, the Parent Stock Consideration shall be proportionately adjusted. "Parent Stock Consideration Cap" equals 9,467,068 shares of Parent Stock.

Parent Stock Consideration has the meaning given to such term in Section 2.4(c)(i)(A).

Parent Stock Consideration has the meaning set forth in Section 1.6(c).

Examples of Parent Stock Consideration in a sentence

Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued as Parent Stock Consideration in the Merger.
The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent.
The Cash Consideration and the Parent Stock Consideration to be received by the holders of Common Stock hereunder (together with the cash in lieu of fractional shares of Parent Stock as specified below) are referred to herein collectively as the "Merger Consideration".
To the extent required, Parent shall file with NASDAQ a notification form for the listing of all shares of Parent Common Stock included in the Parent Stock Consideration.
The parties agree to use commercially reasonable efforts to ensure that the issuance of the Parent Stock Consideration will be exempt from registration under the Securities Act by reason of Section 4(2) and/or Regulation D thereof (the "Private Placement Exemption").

More Definitions of Parent Stock Consideration

Parent Stock Consideration means a number of shares of the common stock of the Parent Common Stock with an agreed market value of $2,569,445 determined using the weighted average price as reported on the website of the American Stock Exchange of the Parent Common Stock for the ten (10) trading days preceding the trading day immediately prior to the Closing Date (which weighted average price shall in no event be less than $2.70 per share or greater than $3.70 per share).

Parent Stock Consideration means that number of shares of Parent Common Stock payable in the Merger for each share of Company Common Stock at a rate of one share of Company Common Stock multiplied by the Conversion Ratio.

Parent Stock Consideration means twenty-five percent of the Estimated Net Enterprise Value, which shall be placed in the Escrow Account pursuant to Section 2.04(b).

Parent Stock Consideration means the number of shares of Parent Common Stock equal to the quotient determined by dividing (i) the excess of US $72,000,000 over the aggregate amount of (a) all Permitted Option Repurchase Amounts paid or payable to holders of Company Options pursuant to clause "(i)" of Section 5.3(b), (b) all Permitted Option Repurchase Amounts underlying all Common Shares issued or issuable to holders of Company Options pursuant to clause "(ii)" of Section 5.3(b) and (c) and other amounts (if any) paid or payable in cash to equity holders of the Company pursuant to the Interim Order, the Plan of Arrangement or the Final Order, by (ii) the Parent Average Stock Price.