Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.
Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Co-op Shares Shares issued by private non-profit housing corporations.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Reverse Stock Split Date means the first date following the Initial Exercise Date on which a reverse stock split of the Common Stock is approved and deemed effective.
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
First Closing has the meaning set forth in Section 2.1(a).
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.
Coop Shares Shares issued by a Cooperative Corporation.
Ordinary Shareholders means holders of Ordinary Shares;
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Founders means all Members immediately prior to the consummation of the IPO.
Second Closing has the meaning set forth in Section 2.2.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Option Closing Time has the meaning given to it in Section 16(1);
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Common Shareholders means the holders of the Common Shares.