Closing Cash Consideration has the meaning set forth in Section 2.02.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Cash Consideration has the meaning set forth in Section 2.2.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Non-Cash Consideration means consideration in a form other than cash.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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 Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).