Closing Consideration shall have the meaning set forth in Section 2.1(b).
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Seller Common Stock means the common stock, par value $0.01 per share, of Seller.
Share Consideration has the meaning given to it in Section 2.2;
Merger Consideration has the meaning set forth in Section 3.1(a).
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.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.
Cash Consideration has the meaning set forth in Section 2.2.
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.