Share Consideration has the meaning given to it in Section 2.2;
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Scheme Consideration means, in respect of:
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Consideration has the meaning set forth in Section 3.1(a).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Base Consideration has the meaning set forth in Section 1.2.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Earn-Out Consideration is defined in Section 2.5(c).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Cash Consideration has the meaning set forth in Section 2.2.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Earnout Shares has the meaning set forth in Section 3.6(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.