SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Co-op Shares Shares issued by private non-profit housing corporations.
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;
Newco Stock means the common stock, par value $.01 per share, of Newco.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Coop Shares Shares issued by a Cooperative Corporation.
Company Stockholders means the holders of shares of Company Capital Stock.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.
Company Equity Awards means the Company Options and the Company RSUs.
Parent Option means an option to purchase shares of Parent Common Stock.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Founders means all Members immediately prior to the consummation of the IPO.
VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.
Common Stockholders means holders of shares of Common Stock.
Company Optionholders means the holders of Company Options.
Company Options means options to purchase shares of Company Common Stock.
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.
Company Stock Options means any option to purchase Company Common Stock pursuant to any Company Stock Plans.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
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.
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.
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.