Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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.
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.
Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.
Per Share Amount is defined in Section 1.1
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).
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Class B Common Shares means shares of the Class B Common Stock, par value $.01 per share, of the Company.
Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.
Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.