Parent Insiders definition

Parent Insiders shall have the meaning ascribed thereto in Section 4.11.
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Parent Insiders has the meaning ascribed thereto in Section 3.8.
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Parent Insiders has the meaning set forth in Section 5.15(d).
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Examples of Parent Insiders in a sentence

  • For purposes of Article X hereof, no action taken by the Board of Directors prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the directors of Company who are not Parent Insiders.

  • At any time after the appointment of persons designated by Parent as directors of Company pursuant to Section 3.4 hereof, a majority of the directors of Company who are not Parent Insiders may grant such extensions or waivers.

  • None of the Parent Insiders has any direct or indirect interest in any competitor, supplier or customer of Parent or in any Person from whom or to whom Parent leases any property, or in any other Person with whom Parent transacts business of any nature.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board three (3) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board two directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board two (2) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors of the Company is reduced to zero prior to the Effective Time, then the other directors on the Company Board shall designate and appoint to the Company Board three (3) individuals who are not Parent Insiders who shall be deemed to be Continuing Directors for all purposes of this Agreement.

  • Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act and no-action letters issued thereunder for purposes of such Section 16(b) exemption, including, but not limited to, specifying the name of the Parent Insiders, the number of securities to be acquired by each such person, the material terms of any derivative securities, and that the approval is intended to make the acquisition of such securities exempt pursuant to Rule 16b-3(d).

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero, then the other directors on the Company Board of Directors shall designate and appoint to the Company Board of Directors two individuals who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by action, suit or proceeding on the judgment or in any other manner provided by Law.


More Definitions of Parent Insiders

Parent Insiders means those officers and directors of Company who will be subject to the reporting requirement of Section 16(b) of the Exchange Act with respect to Parent following the Effective Time of the Company Merger. “Section 16 Information” shall mean information regarding the Company Insiders, the number of shares of Company capital stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in connection with the Company Merger, and the number and description of the Company Options held by each such Company Insider and expected to be converted into Parent Options in connection with the Company Merger.
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Parent Insiders. Section 4.1.(a) "Parent Material Adverse Effect" - Section 7.3. "Paying Agent" - Section 5.2.(a) "Pension Plan" - Section 6.8.(b) "Person" - Section 5.2.(b) "Plans" - Section 6.8.(b) "Proxy Statement" - Section 8.6. "Real Property" - Section 6.11. "Representatives" - Section 8.2.(a) "Schedule 14D-1" - Section 1.2. "Schedule 14D-9" - Section 1.3.(b) "SEC" - Section 1.3.(b) and Section 6.5. "Share" - Section 5.1.(a) "Shares" - Section 5.1.(a) "Subsidiary" - Section 6.1. "Superior Proposal" - Section 8.2.(d)(iii) "Surviving Corporation" - Section 2.1. "Takeover Statute" - Section 6.10. "Tax" - Section 6.12. "Tax Return" - Section 6.12. "Taxable" - Section 6.12. "Taxes" - Section 6.12. "Voting Debt" - Section 6.2.
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Related to Parent Insiders

  • Company Insiders means those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act as listed in the Section 16 Information.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • 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;

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Shareholders means holders of Company Shares.

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.