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).
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.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Company Share means one share of common stock of the Company, $0.01 par value per share.
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).
Merger Shares has the meaning set forth in Section 2.2(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 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.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Company Shares means the common shares in the capital of the Company;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Merger Consideration has the meaning set forth in Section 2.1(a).
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Buyer Stock means the common stock, par value $0.001 per share, of Buyer.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
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.
Per Share Amount has the meaning set forth in Section 3.01(c).