Milestone 1 Contingent Stock Consideration means Four Million Five Hundred Thousand (4,500,000) shares of Parent Common Stock.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
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).
Contingent Consideration has the meaning set forth in Section 1.6.
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.
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Shares has the meaning set forth in Section 3.6(a).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
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”.
Earn-Out Consideration is defined in Section 2.5(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
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).
Earnout Amount has the meaning set forth in Section 2.7(a).
Initial Consideration shall have the meaning set forth in Section 5.01.
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 Payment has the meaning set forth in Section 2.3(b).
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
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.
Closing Merger Consideration has the meaning set forth in Section 2.02
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.