Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Initial Conversion Price has the meaning specified in Section 13.01.
Closing Merger Consideration has the meaning set forth in Section 2.02
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.
Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, a "Company Conversion Measuring Period"). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Company Conversion Measuring Period.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Base Conversion Price shall have the meaning set forth in Section 5(b).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.
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.
Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.