Per Share Initial Escrow Amount - Common Stock means, with respect to a particular Vested Company an amount equal to (A) the product of (I) the Closing Per Share Consideration multiplied by (II) 0.6, multiplied by (B) 0.1.
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.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.
Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.
Class B Common Shares means shares of the Class B Common Stock, par value $.01 per share, of the Company.
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.
Per Share Amount is defined in Section 1.1
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Pre-Funded Warrant means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit B attached hereto.
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.
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”.
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Amalco Common Shares means the common shares in the capital of Amalco;
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.