Share Exchange has the meaning set forth in Section 2.1.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Company Shares means the common shares in the capital of the Company;
Company Shareholders means holders of Company Shares.
Company Shareholder means a holder of Company Shares.
Merger Shares has the meaning set forth in Section 2.2(c).
Share Exchange Agreement has the meaning specified in the Recitals.
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.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
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 Shareholder Approval has the meaning set forth in Section 4.03(d).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
First Merger has the meaning set forth in the Recitals.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Company Securities has the meaning set forth in Section 3.02(b)(ii).
Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.
Ordinary Shareholder means a holder of ordinary shares;
Purchaser Shares means the common shares in the capital of the Purchaser.