SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Co-op Shares Shares issued by private non-profit housing corporations.
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.
Newco Stock means the common stock, par value $.01 per share, of Newco.
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 RSUs means any restricted stock units granted under any of the Company Equity Plans.
Coop Shares Shares issued by a Cooperative Corporation.
Company Stockholders means the holders of shares of Company Capital Stock.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.
Company Equity Awards means the Company RSU Awards and the Company PSU Awards.
Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.
Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.
Founders means all Members immediately prior to the consummation of the IPO.
VMTP Shares has the meaning set forth in the preamble to this Agreement.
Common Stockholders means holders of shares of Common Stock.
Company Optionholders means the holders of Company Options.
Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.
Company Equity Plans means (i) the Company’s 2014 Equity Incentive Plan as amended and restated from time to time, (ii) the Company’s 2004 Equity Incentive Plan, as amended and restated from time to time and (iii) the Inference Technologies Group Inc. 2018 Equity Incentive Plan, as amended and restated from time to time.
Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.
Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.