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.
Share Amount means a fraction of ETF Shares calculated in accordance with
Per Share Amount has the meaning set forth in Section 2.01(e)(iii).
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Net Share Amount has the meaning set forth in Section 3.03(c).
Interest Share Amount shall have the meaning set forth in Section 2(a).
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.
Escrowed Shares has the meaning set forth in Section 2.4.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Escrow Cash is defined in Section 4.1(a).
Escrow Amount has the meaning set forth in Section 2.1(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Consideration has the meaning set forth in Section 3.1(a).
Holdback Amount has the meaning set forth in Section 2.06(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
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).
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.
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.