Necessary Viacom Shares means a majority of the issued and outstanding shares of Viacom Voting Common Stock.
Coop Shares Shares issued by a Cooperative Corporation.
Co-op Shares Shares issued by private non-profit housing corporations.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.
VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.
Amalco Common Shares means the common shares in the capital of Amalco;
Authorized Share Approval means approval of the Amendment by the shareholders of the Company.
Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Required Shareholder Approval has the meaning in Section 2.20.
Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.
Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;
Number of Options For each Component, as provided in Annex A to this Confirmation.6 Option Entitlement: One Share Per Option Strike Price: USD [_____] Cap Price: USD [_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any adjustment by the Calculation Agent under this Confirmation.
Target Shares means the common shares in the capital of Target;
Company Stock Plans has the meaning set forth in Section 3.02(b).
Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Stock Plans shall have the meaning set forth in Section 2.9(a).
Company Options means options to purchase shares of Company Common Stock.
Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;