Cash Consideration has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.
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.
Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Unit Consideration has the meaning set forth in Section 2.2(a).
Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).