Total Per Option Share Amalgamation Consideration means, with respect to each In-the-Money Company Option, the Total Per Share Amalgamation Consideration reduced by the per share exercise price of such In-the-Money Company Option.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Amount has the meaning set forth in Section 2.01(e)(iii).
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).
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.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Parent Option means an option to purchase shares of Parent Common Stock.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Option Consideration has the meaning set forth in Section 3.3(a).
Option Share has the meaning ascribed to it in section "4.7" hereinbelow;
Company Share means one share of common stock of the Company, $0.01 par value per share.
Share Amount means a fraction of ETF Shares calculated in accordance with
Merger Consideration has the meaning set forth in Section 3.1(a).
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
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.
Net Share Amount has the meaning set forth in Section 3.03(c).
Base 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).
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).