Class B Option Consideration has the meaning set forth in Section 3.02(b).
Class B Option Consideration shall have the meaning set forth in Section 2.1 of the Class B Option Agreement.
Option Consideration has the meaning set forth in Section 3.3(a).
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.
Base Consideration has the meaning set forth in Section 1.2.
Initial Consideration shall have the meaning set forth in Section 5.01.
Cash Consideration has the meaning set forth in Section 2.2.
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Merger Consideration has the meaning set forth in Section 3.1(a).
Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
Earn-Out Consideration is defined in Section 2.5(c).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Non-Cash Consideration means consideration in a form other than cash.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Share Consideration has the meaning given to it in Section 2.2;
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Class A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.