Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
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.
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 B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;
Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Share Consideration has the meaning given to it in Section 2.2;
Class B Ordinary 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.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Amount is defined in Section 1.1
Cash Consideration has the meaning set forth in Section 2.2.
Class A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
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.
Class B Warrants means the Common Stock purchase warrants 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 5 years, in the form of Exhibit C attached hereto.
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.