BC Consideration Shares means 45,425,001 Common Shares issued to the 1080034 Shareholders pursuant to the PSA on closing of the BC Acquisition;
Consideration Shares has the meaning ascribed thereto in Section 2.2.
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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
Share Consideration has the meaning given to it in Section 2.2;
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Earnout Shares has the meaning set forth in Section 3.6(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Merger Shares has the meaning set forth in Section 2.2(c).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
ASA Shares has the meaning set forth in 2.4(a).
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Cash Consideration has the meaning set forth in Section 2.2.