Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Share Consideration has the meaning given to it in Section 2.2;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Option Share has the meaning ascribed to it in section "4.7" hereinbelow;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Option Consideration has the meaning set forth in Section 3.3(a).
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Scheme Consideration means, in respect of:
Subco Shares means the common shares in the capital of Subco;
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.
Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on 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 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Base Consideration has the meaning set forth in Section 1.2.
Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.