Purchaser Post-Consolidation Shares means the Purchaser Shares following the Purchaser Consolidation;
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Stock Consideration has the meaning set forth in Section 2.01(c).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Merger Consideration has the meaning set forth in Section 2.02
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
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.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Merger Consideration has the meaning set forth in Section 3.1(a).
Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.
Earn-Out Consideration is defined in Section 2.5(c).
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).