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.
Share Consideration has the meaning given to it in Section 2.2;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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).
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).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
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.
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”.
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.
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Final 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 Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Subco Shares means the common shares in the capital of Subco.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
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).
Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.
Newco Shares means the common shares in the capital of Newco;
Scheme Consideration means, in respect of: