Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. In consideration of the representations, warranties, covenants and agreements set forth herein and in the Ancillary Documents, including the Series A Repurchase, the Company shall pay to each Investor the following amounts at the Series A Repurchase Closing for each share of such Investor’s Subject Shares: (a) an amount in cash equal to $8.100 (the “Base Purchase Price”); provided, that the Base Purchase Price shall be adjusted to equal the arithmetic average of the daily volume-weighted average price of the Common Stock as reported in composite transactions for United States exchanges and quotation systems, for the fifteen (15) consecutive Trading Day period commencing on the first Trading Day after the public announcement of the execution of the Transaction Agreement (the “Company Average Price”); provided, further, that if the Company Average Price is greater than $8.500, then the Company Average Price shall be $8.500, and if the Company Average Price as so determined is less than $7.875, then the Company Average Price shall be $7.875 (as so adjusted, the “Adjusted Base Purchase Price”); and (b) an amount equal to the per share amount of any dividends declared or otherwise paid or payable, and any other amounts paid upon the effectiveness of the Negotiated Conversion pursuant to the Amended Series A Certificate of Designations (including, for the avoidance of doubt, the 2023 Conversion Additional Payment Amount (as defined in the Amended Series A Certificate of Designations)), in respect of or on the shares of the Series A Preferred Stock during the period from the Series A Repurchase Closing to the effectiveness of the Negotiated Conversion at the time of the payment of such dividends (the “Additional Subject Share Dividends,” and together with the Adjusted Base Purchase Price, the “Transaction Consideration”). The Additional Subject Share Dividends shall be paid to each Investor in the same type of consideration as dividends are or will be paid to holders of Series A Preferred Stock.

Transaction Consideration. In consideration of the representations, warranties, covenants and agreements set forth herein and in the Ancillary Documents, including the Series A Repurchase, the Company shall pay to each Investor the following amounts at the Series A Repurchase Closing for each share of such Investor’s Subject Shares: (a) Subject to and upon the terms and conditions of this Agreement and under the Plan of Arrangement, in full payment for the Purchased Shares, Pubco, Callco or ExchangeCo, as applicable, shall issue and deliver to the Non-Electing Company Security Holders an amount in cash equal to $8.100 (the “Base Purchase Price”); provided, that the Base Purchase Price shall be adjusted to equal the arithmetic average aggregate number of the daily volume-weighted average price shares of the Pubco Class A Common Stock as reported in composite transactions for United States exchanges and quotation systemsto the Electing Company Security Holders an aggregate number of Exchangeable Shares (such shares, for the fifteen (15) consecutive Trading Day period commencing on the first Trading Day after the public announcement of the execution of the Transaction Agreement (the “Company Average Price”); provided, further, that if the Company Average Price is greater than $8.500, then the Company Average Price shall be $8.500, and if the Company Average Price as so determined is less than $7.875, then the Company Average Price shall be $7.875 (as so adjustedcollectively, the “Adjusted Base Purchase PriceConsideration Shares”); and ) with an aggregate value (b) an amount equal to the per share amount of any dividends declared or otherwise paid or payable, and any other amounts paid upon the effectiveness of the Negotiated Conversion pursuant to the Amended Series A Certificate of Designations (including, for the avoidance of doubt, the 2023 Conversion Additional Payment Amount (as defined in the Amended Series A Certificate of Designations)), in respect of or on the shares of the Series A Preferred Stock during the period from the Series A Repurchase Closing to the effectiveness of the Negotiated Conversion at the time of the payment of such dividends (the “Additional Subject Share Dividends,” and together with the Adjusted Base Purchase Priceamount, the “Transaction Consideration”) equal to (a) Two Hundred and Sixty Million U.S. Dollars ($260,000,000), minus (b) the amount of Closing Net Debt, minus (c) the value of the “Company Incentive Shares” actually used as incentives to support the Equity Investment or Debt Financing as described in Section 8.18(b), with each Company Shareholder receiving for each Company Share held (but excluding any treasury shares) a number of shares of Pubco Class A Common Stock or Exchangeable Shares, as applicable, equal to (i) the Per Share Price, divided by (ii) the Redemption Price (the “Conversion Ratio”) (the total portion of the Transaction Consideration payable to all Company Shareholders (but excluding holders of Company Options) in accordance with this Agreement is also referred to herein as the “Shareholder Transaction Consideration”). The Additional Subject Share Dividends holders of Company Options shall receive such number of Assumed Options as described in Section 2.2(c) with such terms and conditions as described in Section 2.2(c). (b) Concurrently with the issuance and delivery of Consideration Shares to Electing Company Security Holders, such Electing Company Security Holders shall also receive a number of shares of Pubco Class C Common Stock that is equal to the number of Electing Company Shares transferred by such Electing Company Security Holder to ExchangeCo. (c) Each outstanding Company Option shall be paid assumed by Pubco and automatically converted into an option for shares of Pubco Class A Common Stock (each, an “Assumed Option”) in accordance with the Plan of Arrangement. Each Assumed Option will be subject to each Investor the same general terms and conditions set forth in the Company Equity Plan. The Assumed Options shall either be evidenced by stand-alone option award agreements on generally the same type of consideration terms and conditions as dividends are set forth in the Company Equity Plan, or if the Pubco Equity Plan is approved by the Purchaser Stockholders at the Purchaser Stockholder Special Meeting, will be paid included within the Pubco Equity Plan. As described in the Plan of Arrangement, each Assumed Option shall: (i) have the right to holders acquire a number of Series shares of Pubco Class A Preferred StockCommon Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Company Common Stock which the Company Option had the right to acquire immediately prior to the Effective Time, multiplied by (B) the Conversion Ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Company Option (in U.S. Dollars), divided by (B) the Conversion Ratio; and (iii) be subject to the same vesting schedule as the applicable Company Option. Pubco shall take all corporate action necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Assumed Options remain outstanding, a sufficient number of shares of Pubco Class A Common Stock for delivery upon the exercise of such Assumed Option. From and after the Closing, the Company and the Purchaser shall not issue any new awards under the Company Equity Plan.