Pre-Closing Parent Share Number means the total number of shares of Parent Capital Stock outstanding immediately prior to the Effective Time, after giving effect to the Parent Charter Amendments.
Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.
Closing Merger Consideration has the meaning set forth in Section 2.02
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Common Share Reorganization has the meaning set forth in Section 4.1;
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
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;
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.