Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Cash Consideration has the meaning set forth in Section 2.2.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Per Share Merger Consideration has the meaning set forth in Section 3.1(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.
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.
Non-Cash Consideration means consideration in a form other than cash.
Closing Cash Consideration has the meaning set forth in Section 2.6(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.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Class A Preferred Stock means the Company's Class A Convertible Preferred Stock, par value $.01 per share.
Per Share Amount is defined in Section 1.1
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.
Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.