Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Cash Consideration has the meaning set forth in Section 2.2.
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.
Non-Cash Consideration means consideration in a form other than cash.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Stock Consideration has the meaning set forth in Section 2.01(c).
Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Total Consideration shall have the meaning as set forth in Section 2.8.
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.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Common Stock Outstanding means, at any given time, the number of shares of Common Stock issued and outstanding at such time.