Per Parent Share Stock Value means $5.5444.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Company Share means one share of common stock of the Company, $0.01 par value per share.
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.
Stock Consideration has the meaning set forth in Section 2.01(c).
Amalco Common Shares means the common shares in the capital of Amalco;
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Common Shares means the common shares in the capital of the Corporation;
Co-op Shares Shares issued by private non-profit housing corporations.
Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).
Initial Merger Consideration has the meaning set forth in Section 2.2(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.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Merger Shares has the meaning set forth in Section 2.2(c).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
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.
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Company Shares means the common shares in the capital of the Company;
Total Merger Consideration has the meaning set forth in Section 2.2(a).