Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company Stock Plans has the meaning set forth in Section 3.02(b).
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Merger Shares has the meaning set forth in Section 2.2(c).
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Company Shares means the common shares in the capital of the Company;
Amalco Common Shares means common shares in the capital of Amalco;
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Parent Common Shares means the common shares of the Parent;
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Company Shareholders means holders of Company Shares.
Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.
Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;