Consideration Shares has the meaning ascribed thereto in Section 2.2.
Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
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.
Share Consideration has the meaning given to it in Section 2.2;
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Earnout Consideration has the meaning specified in Section 2.05(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Unit Consideration has the meaning set forth in Section 2.2(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Earnout Shares has the meaning set forth in Section 3.6(a).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Option Consideration has the meaning set forth in Section 3.3(a).
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Per Share Purchase Price equals $1.00, 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.
Cash Consideration has the meaning set forth in Section 2.2.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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.