Merger Shares has the meaning set forth in Section 2.2(c).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Company Shares means the common shares in the capital of the Company;
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Company Shareholders means holders of Company Shares.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Company Merger has the meaning specified in the Recitals hereto.
Merger Sub 2 has the meaning set forth in the Preamble.
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
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.
Newco Shares means the common shares in the capital of Newco;
Merger Sub 1 has the meaning set forth in the Preamble.
Buyer Stock means the common stock, par value $0.001 per share, of Buyer.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
First Merger has the meaning set forth in the Recitals.
Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.
Company Stockholders means the holders of shares of Company Capital Stock.