determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive upon the Company and the Original Warrantholder; otherwise, the average of all three determinations shall be binding upon the Company and the Original Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the Company.
Average Market Price means, with respect to any security, the arithmetic average of the Market Price of such security for the 15 consecutive trading day period ending on and including the trading day immediately preceding the determination date.
Board of Directors means the board of directors of the Company, including any duly authorized committee thereof.
Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Companys stockholders.
Business Day means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close; provided that banks shall be deemed to be generally open for business in the event of a shelter in place or similar closure of physical branch locations at the direction of any governmental entity if such banks electronic funds transfer system (including wire transfers) are open for use by customers on such day.
Capital Stock means (A) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person.
Charter means, with respect to any Person, its certificate or articles of incorporation, articles of association, or similar organizational document.
Common Stock means common stock of the Company, par value $0.0001 subject to adjustment as provided in Section 13(E).
Company means the Person whose name, corporate or other organizational form and jurisdiction of organization is set forth in Item 1 of Schedule A hereto.
conversion has the meaning set forth in Section 13(B).
convertible securities has the meaning set forth in Section 13(B).
Depositary means The Depositary Trust Company, its nominees and their respective successors.
Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.