Parent Options means options to purchase shares of Parent Common Stock from Parent (whether granted by Parent pursuant to the Parent Option Plans, assumed by Parent or otherwise).
Share Repurchase means the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower.
Share Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires any Equity Securities of the Company such that, immediately after such transaction or series of related transactions, such Person or group of related Persons holds Equity Securities of the Company representing more than fifty percent (50%) of the outstanding voting power of the Company.
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 or director for services provided to the Company in their capacity as such.
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;
Share Purchase has the meaning set out in Section 2.1.
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Rollover Options has the meaning provided in Subsection 3.1(h).
Parent Ordinary Shares means the Ordinary Shares, nominal value NIS 0.0175 per share, of Parent.
Amalco Common Shares means the common shares in the capital of Amalco;
The market price per share of the Company s ordinary shares” means the trading value of the Company’s shares divided by the number of ordinary shares which have been traded on the SET during 15 consecutive Business Days (trading days of the SET) prior to the calculation date.
Common Share Reorganization has the meaning set forth in Section 4.1;
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Ordinary Shares shall have the meaning given in the Recitals hereto.
Parent Option means an option to purchase shares of Parent Common Stock.
Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.
Common Shares means the common shares in the capital of the Company;
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).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.