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.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
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).
Effective Time has the meaning set forth in Section 2.2.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Company Sale means any merger, consolidation, business combination, reorganization or recapitalization of the Corporation that results in the transfer of 50% or more of the outstanding voting power of the Corporation, any sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis), or any other form of corporate reorganization in which 50% or more of the outstanding shares of any class or series of Capital Stock of the Corporation are exchanged for or converted into cash, securities or property of another business organization.
Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Company Shares means the common shares in the capital of the Company;
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Merger has the meaning specified in the Recitals hereto.
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Common Share Reorganization has the meaning set forth in Section 4.1(a);
Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.
Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Company SEC Documents shall have the meaning set forth in Section 4.7(a).
Employee Share Scheme means collectively a Share Issuance Scheme and a Share Grant Scheme.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Parent Stock Plans has the meaning set forth in Section 4.5(a).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
QFII means a qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).