Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Per Share Amount has the meaning set forth in Section 2.01(e)(iii).
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
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.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Common Share Reorganization has the meaning set forth in Section 4.1;
Company Stockholder Approval has the meaning set forth in Section 4.2(b).