Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Newco Stock means the common stock, par value $.01 per share, of Newco.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Amalco Common Shares means the common shares in the capital of Amalco;
New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.
Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.
Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Holdings Common Stock means the common stock of Holdings, par value $.01 per share.
Excluded Stock means:
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;
Holdco has the meaning set forth in the Preamble.
Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.
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, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.
Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.
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).