Successor Company shall have the meaning specified in Section 11.01(a).
Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option.
Successor Corporation means a corporation, or a parent or subsidiary thereof within the meaning of Section 424(a) of the Code, which issues or assumes a stock option in a transaction to which Section 424(a) of the Code applies.
Qualified Successor Entity means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such Business Combination Event if either (A) such Business Combination Event is an Exempted Fundamental Change; or (B) both of the following conditions are satisfied: (i) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated as a corporation or is a direct or indirect, wholly owned subsidiary of, and disregarded as an entity separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes; and (ii) such Business Combination Event constitutes a Common Stock Change Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes; and (y) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia.
Successor Entity means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:
Successor Issuer has the meaning assigned to it in Section 4.1(a).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Pre-Adjustment Successor Rate has the meaning specified in Section 3.03(c).
Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Predecessor Company means an entity whose ownership, title and interest, including all rights, benefits, duties and liabilities were acquired in an uninterrupted chain of succession by the company.
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
LIBOR Successor Rate has the meaning specified in Section 3.03(c).
Common Share means one share of the common stock of the Company.
Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.
Family Unit means the Employee and his or her Dependents covered under the Plan.
Successor Rate means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.
Holdings Common Stock means the common stock of Holdings, par value $.01 per share.
Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.