Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—
Target Shares means common shares in the capital of Target, as currently constituted;
Target Share means any share of the Common Stock, no par value per share, of the Target.
Target Shareholders means the holders of Target 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;
Share Option Scheme ’ means the share option scheme adopted by the Company on
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Scheme Shareholders means the holders of Scheme Shares;
Scheme Shares means the Target Shares which are subject to the Scheme in accordance with its terms.
Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.
Company Shares has the meaning set forth in the Recitals.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Company Shareholder means any holder of any Company Shares.
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).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Scheme Consideration means, in respect of:
Sale Shares has the meaning ascribed to it at Recital (A).
Target Company means each of the Company and its direct and indirect Subsidiaries.
Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.
Ordinary Shareholder means a holder of ordinary shares;
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Ordinary Shareholders means holders of Ordinary Shares;
Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.