Stock Consideration has the meaning set forth in Section 2.01(c).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Cash Consideration has the meaning set forth in Section 2.2.
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.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Option Consideration has the meaning set forth in Section 3.3(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Share Consideration has the meaning given to it in Section 2.2;
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.
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.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Interest Share Amount shall have the meaning set forth in Section 2(a).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Initial Consideration shall have the meaning set forth in Section 5.01.
Merger Consideration has the meaning set forth in Section 3.1(a).
Earn-Out Consideration is defined in Section 2.5(c).
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).