Instead, the Company will make a cash payment equal to the value of such fractional shares based upon the Common Shares Price used in determining the Common Shares Conversion Consideration for such Change of Control.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.
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.
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
Interest Conversion Shares shall have the meaning set forth in Section 2(a).
Common Shares means the common shares in the capital of the Corporation;
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.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.
Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where: