Founder Amalgamation Consideration Stock Percentage means the quotient of (i) $346,000,000 divided by (ii) the Aggregate Founder Consideration Value.
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.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
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).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.
Cash Consideration has the meaning set forth in Section 2.2.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Amalco Common Shares means the common shares in the capital of Amalco;
Class A Common Shares means the Class A common shares of the Company, par value US$0.00001 per share, at the date of this Indenture, subject to Section 14.07.
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
Consideration Shares shall have the meaning set forth in Section 2.7(c).
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Class A Common Stock means the Company's Class A Common Stock, par value $.01 per share.
Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.
equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)
Merger Consideration has the meaning set forth in Section 3.1(a).
Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.