Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).
Company Shares has the meaning set forth in the Recitals.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Shareholder means any holder of any Company Shares.
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;
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.
Company Owned IP means all Intellectual Property owned by, purported to be owned by, or exclusively licensed to, the Group Companies.
Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.
Merger Shares has the meaning set forth in Section 2.2(c).
Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).
Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.
Owned Company IP means the Intellectual Property that is owned by the Company or any of the Company Subsidiaries.
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Ordinary Shareholder means a holder of ordinary shares;
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Company Shareholder Meeting has the meaning set forth in Section 5.13(b).
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
equity share capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.
Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.
Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.
Company SEC Reports shall have the meaning set forth in Section 3.8(a).
Company SEC Documents has the meaning set forth in Section 3.5(a).
Newco Shares means the common shares in the capital of Newco;
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.