Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
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.
Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.
Option Consideration has the meaning set forth in Section 3.3(a).
Share Consideration has the meaning given to it in Section 2.2;
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Earn-Out Consideration is defined in Section 2.5(c).
Unit Consideration has the meaning set forth in Section 2.2(a).
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Consideration has the meaning set forth in Section 2.6 below.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.
Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.
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.
Merger Consideration has the meaning set forth in Section 3.1(a).
Total Consideration shall have the meaning as set forth in Section 2.8.
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Initial Consideration shall have the meaning set forth in Section 5.01.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.