Total Shareholder Consideration Paid means: ------------------------------------
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Cash Consideration has the meaning set forth in Section 2.2.
Stock Consideration has the meaning set forth in Section 2.01(c).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Share Consideration has the meaning given to it in Section 2.2;
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
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.
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.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Consideration is defined in Section 2.5(c).
Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.
Earnout Consideration has the meaning specified in Section 2.08(a).