Share Issuance means the issuance of Parent Common Stock pursuant to the Merger.
Permitted Share Issue means an issue of:
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Subco Shares means the common shares in the capital of Subco;
Share Issuer means the issuer of the Share.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
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.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Amalco Shares means the common shares in the capital of Amalco;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Newco Shares means the common shares in the capital of Newco;
Amalco Common Shares means the common shares in the capital of Amalco;
Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;
Company Share means one share of common stock of the Company, $0.01 par value per share.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
ASA Shares has the meaning set forth in 2.4(a).
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Stock Consideration has the meaning set forth in Section 2.01(c).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Share Consideration has the meaning given to it in Section 2.2;
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.