Warrant Closing Consideration Value means, for each In-the-Money Company Warrant, a value expressed in U.S. Dollars equal to the product of (i) the Warrant Consideration Value multiplied by (ii) Closing Consideration Percentage.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
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.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Cash Consideration has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
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.
Closing Merger Consideration has the meaning set forth in Section 2.02
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.
Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Black Scholes Consideration Value means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Base Consideration is defined in Section 2.2.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Earnout Consideration has the meaning set forth in Section 2.6 below.
Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).