Cash Consideration has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.02.
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 consideration in a form other than cash.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Unit Purchase Price equals $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
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 Issuer or one of its Restricted Subsidiaries 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, less the amount of 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 set forth in Section 2.6 below.
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.
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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Earn-Out Consideration is defined in Section 2.5(c).
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 3.1(a).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Merger Consideration has the meaning set forth in Section 2.02
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).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).