Per Share Dissenter Consideration means the Closing Consideration plus the Escrow Fund divided by the Fully Diluted Shares.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Share Consideration has the meaning given to it in Section 2.2;
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Option Consideration has the meaning set forth in Section 3.3(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Closing Merger Consideration has the meaning set forth in Section 2.02
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.
Earn-Out Consideration is defined in Section 2.5(c).
Per Share Amount is defined in Section 1.1
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.
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.
Conversion Consideration shall have the meaning specified in Section 14.12(a).