Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Additional Consideration has the meaning set forth in Section 3.2.
Total Consideration shall have the meaning as set forth in Section 2.8.
Share Consideration has the meaning given to it in Section 2.2;
Initial Consideration shall have the meaning set forth in Section 5.01.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
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.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Base Consideration is defined in Section 2.2.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Option Consideration has the meaning set forth in Section 3.3(a).
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Unit Consideration has the meaning set forth in Section 2.2(a).
Consideration has the meaning set forth in Section 2.2.
Independent Consideration shall have the meaning as set forth in Section 2.14.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Earn-Out Consideration is defined in Section 2.5(c).
Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
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.
Scheme Consideration means, in respect of: