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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Closing Merger Consideration has the meaning set forth in Section 2.02
Cash Consideration has the meaning set forth in Section 2.2.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Merger Consideration has the meaning set forth in Section 3.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Initial 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).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
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.
Total Consideration shall have the meaning as set forth in Section 2.8.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
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.
Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.