Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Equity Award Exchange Ratio means the sum of (A) the Exchange Ratio and (B) the quotient (rounded to four decimal places) obtained by dividing the Per Share Cash Consideration by the Huntington Share Closing Price.
Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.
Stock Election shall have the meaning set forth in Section 3.2.2.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.
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.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Election shall have the meaning set forth in Section 3.2.2.
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.
Common Share means one share of the common stock of the Company.
Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Cash Exchange Payment means an amount in cash equal to the product of (i) the number of shares of Class A Common Stock into which the surrendered Paired Interests are exchangeable and (ii) the VWAP of the Class A Common Stock for the five consecutive full Trading Days immediately prior to the date of delivery of the relevant Notice of Exchange.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).