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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Closing Merger Consideration has the meaning set forth in Section 2.02
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Exchange Shares has the meaning set forth in Section 2.01(b).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
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.
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.