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.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Newco Stock means the common stock, par value $.01 per share, of Newco.
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 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.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
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.
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.
Co-op Shares Shares issued by private non-profit housing corporations.
Company Stock Plans has the meaning set forth in Section 3.02(b).
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).
Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.
Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
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.