Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
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;
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.
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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Preference Shares means the Preference Shares in the capital of the Company of $0.0001 nominal or par value designated as Preference Shares, and having the rights provided for in these Articles.
Base Consideration is defined in Section 2.2.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Scheme Consideration means, in respect of:
Merger Consideration has the meaning set forth in Section 3.1(a).
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.
Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.
Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));