Founder Per Share Amalgamation Closing Consideration means the Founder Per Share Amalgamation Closing Cash Consideration plus the Founder Per Share Amalgamation Closing Stock Consideration.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Closing Merger Consideration has the meaning set forth in Section 2.02
Initial 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).
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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Stock Consideration has the meaning set forth in Section 2.01(c).
Cash 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).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.
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.
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.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Amalco Common Shares means the common shares in the capital of Amalco;
Common Share Reorganization has the meaning set forth in Section 4.1;
Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.