Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Vesting Percentage means the percentage by which the Target Total Award is multiplied as set forth in the chart in Section II below.
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.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
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;
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.
Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.
Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;
equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)
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;
Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.
Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.
Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Class B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.