Share Repurchase means the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
Common Stock means the common stock of the Company.
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.
Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.
Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.
Common Shares means the common shares in the capital of the Company;
Series A Stock means the Company's Series A Convertible Redeemable Preferred Stock, par value $.005 per share.
Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.
Amalco Common Shares means the common shares in the capital of Amalco;
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Parent Ordinary Shares means the Ordinary Shares, nominal value NIS 0.0175 per share, of Parent.
Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.
Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
Class A Common Stock means the Company's Class A Common Stock, par value $.01 per share.