Consideration Shares shall have the meaning set forth in Section 2.7(c).
Stock Consideration has the meaning set forth in Section 2.01(c).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Earn-Out Consideration is defined in Section 2.5(c).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Share Consideration has the meaning given to it 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.
ASA Shares has the meaning set forth in 2.4(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Sold Shares shall have the meaning specified in Section 6.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Earnout Shares has the meaning set forth in Section 3.6(a).
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Company Shares means the common shares in the capital of the Company;
Acquired Shares has the meaning set forth in the Recitals.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Initial Consideration shall have the meaning set forth in Section 5.01.