Each share of Domesticated Parent Stock and each Domesticated Parent Warrant that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding immediately following the Effective Time.
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.
Parent Warrants has the meaning set forth in Section 5.3(a).
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
Subco means 0961994 B.C. Ltd., a company existing under the laws of the Province of British Columbia;
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Surviving Corporation has the meaning set forth in Section 2.1.
Amalgamating Corporations means both of them;
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.
Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Merger Sub has the meaning set forth in the Preamble.
Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Merger Sub 2 has the meaning set forth in the Preamble.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Common Share Reorganization has the meaning set forth in Section 4.1;
Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.