Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Earnout Amount has the meaning provided in Section 2.9(b).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Earnout Payment has the meaning set forth in Section 2.3(b).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Earnout Payments has the meaning set forth in Section 2.2(a).
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.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.
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.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).