Closing Exchange Share Amount means the number of Exchange Shares issuable to the Stockholders as finally determined pursuant to Section 2.6.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Interest Share Amount shall have the meaning set forth in Section 2(a).
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
Interest Conversion Shares shall have the meaning set forth in Section 2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Per Share Amount has the meaning set forth in Section 2.01(e)(iii).
Net Share Amount has the meaning set forth in Section 3.03(c).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Exchange Shares has the meaning set forth in Section 2.01(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Share Amount means a fraction of ETF Shares calculated in accordance with
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Buyer Stock means the common stock, par value $0.001 per share, of Buyer.
Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date