Per Share Initial Series B-2 Merger Consideration means the (a) Per Share Series B-2 Merger Consideration minus (b) the Per Share Preferred Escrow Consideration minus (c) the Per Share Preferred Expense Amount Consideration.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Closing Merger Consideration has the meaning set forth in Section 2.02
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.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
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 Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Class A Common Shares means shares of the Class A Common Stock, par value $.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”.
A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.