Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Stock Consideration has the meaning set forth in Section 2.01(c).
Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Shares means the common shares in the capital of the Company;
Merger Consideration has the meaning set forth in Section 3.1(a).
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Escrowed Shares has the meaning set forth in Section 2.4.
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.