Existing Shares means, with respect to the Stockholder, the number of Company Shares Beneficially Owned and/or owned of record by the Stockholder as of the date hereof, as set forth on Schedule A.
Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
Amalco Shares means common shares in the capital of Amalco;
Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.
Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.
Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.
Company Shares has the meaning set forth in the Recitals.
Scheme Shares means the Target Shares which are subject to the Scheme in accordance with its terms.
Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Ordinary Shareholders means holders of Ordinary 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;
Common Shareholders means the holders of the Common Shares.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Existing Shareholders has the meaning set forth in the preamble.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Company Shareholder Meeting has the meaning set forth in Section 5.13(b).
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
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).
Merger Shares has the meaning set forth in Section 2.2(c).
A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;
Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.
Amalco Common Shares means the common shares in the capital of Amalco;
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.
Common Shares means the common shares in the capital of the Company;