Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
Co-op Shares Shares issued by private non-profit housing corporations.
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company Stock Plans has the meaning set forth in Section 3.02(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
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.