Preliminary Total Common Stock Consideration means the product obtained by multiplying (x) the Preliminary Total Common Shares by (y) the Common Stock Per Share Value.
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).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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”.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Consideration has the meaning set forth in Section 2.2.
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.
Initial Consideration shall have the meaning set forth in Section 5.01.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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).
Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Base Merger Consideration means an amount equal to $1,855,000,000.
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.
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));