On the date hereof, the Existing Shares, Existing Options and Existing Company Warrants set forth opposite such Stockholder's name on Schedule I hereto constitute all of the Shares and Company Securities owned beneficially or of record by such Stockholder.
Company Warrants means warrants to purchase shares of Company Common Stock.
Company Warrant means a warrant to purchase shares of Company Capital Stock.
Company Options means options to purchase shares of Company Common Stock.
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;
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company RSU means any restricted stock unit granted under any Company Stock Plan.
Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.
Company Shares means the common shares in the capital of the Company;
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
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).
Existing Shares means shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.
Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.
Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.
Company Optionholders means the holders of Company Options.