Share Cap has the meaning specified in clause (e) of the definition of Alternative Payment Mechanism.
Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 1047 of the 2014 Act);
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Equity Share Capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.
Subco Shares means the common shares in the capital of Subco;
Paid-up share capital means the paid-up share capital as defined in Section 2 of the Companies Act, 2013.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
PIPE Shares shall have the meaning given in the Recitals hereto.
Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;
Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis as of the tenth (10th) working day from the closure of the Tendering Period (as defined below) of the Open Offer; and
Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.
Exchange Shares has the meaning set forth in Section 2.01(b).
Common Shares means the common shares in the capital of the Corporation;
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Merger Shares has the meaning set forth in Section 2.2(c).
Amalco Shares means the common shares in the capital of Amalco;
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;
Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.
Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.
Exercise Shares means the shares of Common Stock issuable upon exercise of this Warrant.