Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
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).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(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.
Buyer Common Stock means the common stock, $0.01 par value per share, of Buyer.
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
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.
Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.
Seller Common Stock means the common stock, par value $0.01 per share, of Seller.
Closing Cash Consideration has the meaning set forth in Section 2.02.
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.
Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.