Earnout Consideration has the meaning specified in Section 2.08(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Earn-Out Consideration is defined in Section 2.5(c).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Per Unit Purchase Price equals $2.125, 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.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
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.
Net Sales Price means the gross billing price of any PRODUCT received by Licensee or its SUBLICENSEE for the sale or distribution of any PRODUCT, less the following amounts actually paid by Licensee or SUBLICENSEE:
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Earnout Payment has the meaning set forth in Section 2.3(b).
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.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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 Purchase Price has the meaning set forth in Section 2.1(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Sales Milestone Payment has the meaning set forth in Section 8.3.1.