Dissenting Share has the meaning set forth in Section 2.6 below.
Dissenting Shares has the meaning set forth in Section 2.7.
Per Share Amount has the meaning set forth in Section 3.01(c).
Share Amount means a fraction of ETF Shares calculated in accordance with
Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.
Net Share Amount has the meaning set forth in Section 3.03(c).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;
Dissenting Stockholders shall have the meaning set forth in Section 3.3.
Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Interest Share Amount shall have the meaning set forth in Section 2(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Dissenting Stockholder has the meaning set forth in Section 2.7.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Appraisal Shares means Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 262.
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.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Base Merger Consideration means $1,200,000,000.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Company Class A Common Stock means the Class A common stock, par value $0.0001 per share, of the Company.
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.
Conversion Amount means the sum of the Stated Value at issue.