Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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).
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.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Share Consideration has the meaning given to it in Section 2.2;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Merger Consideration has the meaning set forth in Section 2.1(a).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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.
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.
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
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.
Company Shares means the common shares in the capital of the Company;
Earnout Consideration has the meaning specified in Section 2.05(a).
Common Shares means the common shares in the capital of the Corporation;
Earnout Shares has the meaning set forth in Section 3.6(a).
Merger Shares has the meaning set forth in Section 2.2(c).
Per Share Amount has the meaning set forth in Section 3.01(c).