Common Stock Consideration has the meaning set forth in Section 1.6(b).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.
Merger Consideration has the meaning set forth in Section 3.1(a).
Option Consideration has the meaning set forth in Section 3.3(a).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Share Consideration has the meaning given to it in Section 2.2;
Company Warrants means warrants to purchase shares of Company Common Stock.
Earnout Consideration has the meaning set forth in Section 2.6 below.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Earn-Out Consideration is defined in Section 2.5(c).