Per Share Series A-1 (Accredited) Closing Cash Consideration means an amount of cash equal to (i) the Series A-1 Liquidation Preference, multiplied by (b) the Accredited Cash Ratio.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Cash Consideration has the meaning set forth in Section 2.2.
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Earn-Out Consideration is defined in Section 2.5(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Earnout Consideration has the meaning specified in Section 2.08(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
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).
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.