SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.
Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.
Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.
LMC means Liberty Media Corporation, a Delaware corporation.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
IAC means IAC/InterActiveCorp, a Delaware corporation.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;
Topco has the meaning set forth in the Preamble.
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;
Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.
Newco has the meaning set forth in the first paragraph of this Agreement.
Ordinary Shareholders means the holders of Ordinary Shares;
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;
Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Ex-Dividend Time means, with respect to any distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such distribution.
SpinCo shall have the meaning set forth in the Preamble.
Dividend means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
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.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.