Spinco Share Consolidation has the meaning ascribed to such term in Section 3.02(j);
Spinco Share Consolidation has the meaning ascribed thereto in Section 1.01 of the Plan of Arrangement;
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.
Share Consideration has the meaning given to it in Section 2.2;
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Merger Effective Time has the meaning set forth in Section 2.2.
Effective Time has the meaning set forth in Section 2.2.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Merger has the meaning set forth in the Recitals.
Merger Consideration has the meaning set forth in Section 2.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of 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;
Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.
Closing Merger Consideration has the meaning set forth in Section 2.02
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Merger Sub 1 has the meaning set forth in the Preamble.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
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).