Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Additional Consideration has the meaning set forth in Section 3.2.
Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.
Share Consideration has the meaning given to it in Section 2.2;
Initial Consideration has meaning ascribed by Clause 4.1;
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
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 Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Base Consideration has the meaning set forth in Section 1.2.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Option Consideration has the meaning set forth in Section 3.3(a).
Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Earnout Consideration has the meaning specified in Section 2.05(a).
Unit Consideration has the meaning set forth in Section 2.2(a).
Consideration has the meaning set forth in Section 2.2.
Independent Consideration shall have the meaning as set forth in Section 2.14.
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.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Consideration Shares has the meaning ascribed thereto in Section 2.2.