Applicable Closing Consideration Unit Percentage means, with respect to (i) FHB LLC, 3.909%; (ii) Xxxxxxxx, 1.564%; (iii) CCH, 6.789%; and (iv) CC, 76.507%.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Cash Consideration has the meaning set forth in Section 2.2.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Per Unit Purchase Price equals $2.125, 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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.
Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.
Cash Portion is defined in Section 2.2(a)(iii) hereof.
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.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
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 Cash Amount 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.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.
Initial Consideration shall have the meaning set forth in Section 5.01.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Earn-Out Consideration is defined in Section 2.5(c).