Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Parent Common Shares means the common shares of the 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).
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Co-op Shares Shares issued by private non-profit housing corporations.
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Amalco Common Shares means common shares in the capital of Amalco;
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.
Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.
Common Shares means the common shares in the capital of the Corporation;
Company Units has the meaning set forth in the Recitals.
Merger Sub II has the meaning set forth in the Preamble.
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).