Maximum Contingent Stock Consideration means (a) the Maximum Contingent Stock Consideration Shares times (b) the Acquirer Share Price.
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 has the meaning set forth in Section 3.01(b)(iii).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Cash Consideration has the meaning set forth in Section 2.2.
Contingent Consideration shall have the meaning set forth in Section 2.5.
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.
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.
Earnout Shares has the meaning set forth in Section 3.6(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Earn-Out Consideration is defined in Section 2.5(c).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
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”.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Share Consideration has the meaning given to it in Section 2.2;
Earnout Consideration has the meaning specified in Section 2.08(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Amount has the meaning set forth in Section 2.2.1 hereof.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).