Each share of REIT Merger Sub Common Stock issued and outstanding immediately prior to the Company Merger Effective Time shall survive the Company Merger and continue to represent a validly issued, fully paid and nonassessable share of REIT Merger Sub Common Stock.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
First Merger shall have the meaning given in the Recitals hereto.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Sub I has the meaning set forth in the Preamble.
Merger Sub II has the meaning set forth in the Preamble.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Company Merger shall have the meaning given in the Recitals.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Amalco Common Shares means the common shares in the capital of Amalco;
Merger Sub Board means the board of directors of Merger Sub.
Base Merger Consideration means an amount equal to $1,855,000,000.
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.
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
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 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;