New D&B Replacement Plans definition

New D&B Replacement Plans means the replacement plans to be adopted by New D&B to grant replacement incentive stock awards pursuant to Section 6 of this Agreement.
Sample 1Sample 2Sample 3
New D&B Replacement Plans means the replacement plans to be adopted by New D&B pursuant to Section 6.1(b) of this Agreement.
Sample 1Sample 2Sample 3

Examples of New D&B Replacement Plans in a sentence

  • Except as otherwise provided in the New D&B Replacement Plans, all other terms of the replacement stock options shall remain substantially identical to the terms of the cancelled Corporation Stock Options.

  • Except as otherwise provided in the New D&B Replacement Plans and this Section 6.1(a), the terms of each New D&B Option shall be substantially identical to the terms of the Corporation Stock Option from which it arose.

  • As of the Effective Time, (i) each unexercised Corporation Stock Option held by New D&B Employees shall be cancelled and (ii) such individuals shall receive replacement stock options awarded under the New D&B Replacement Plans, which shall be adopted by New D&B prior to the Effective Time.

  • Except as otherwise provided in the New D&B Replacement Plans, the Corporation Stock Incentive Plans, this Section 6.7 and Section 6.8, each Moody's Performance Share Unit and each New D&B Performance Share Unit will have the same terms and conditions as the Corporation Performance Share Unit from which it arose.

  • Except as otherwise provided in the New D&B Replacement Plans, the Corporation Stock Incentive Plans, this Section 6.6 or Section 6.8, the Moody's Phantom Stock Units and the New D&B Phantom Stock Units will have the same terms and conditions as the Corporation Phantom Stock Units from which they arose.

  • Except as provided in the Tax Allocation Agreement, the New D&B Group shall assume all Liabilities with respect to awards granted pursuant to the New D&B Replacement Plans; provided, however, that, Moody's shall indemnify New D&B for all Liabilities with respect to claims by Moody's Employees or Moody's Directors relating to the termination or forfeiture of such outstanding awards due to the termination of employment or service of such Moody's Employee or Moody's Director by Moody's.

  • The vesting of New D&B Options, stock appreciation rights for New D&B Common Stock and New D&B Performance Share Units granted to a Moody's Employee or Moody's Director shall accelerate (i) upon a Change in Control (as defined in the New D&B Replacement Plans) of New D&B and (ii) upon a Change in Control (as defined in the Corporation Stock Incentive Plans) of Moody's.

  • Except as otherwise provided in the New D&B Replacement Plans and this Section 6.1(a), the terms of the New D&B Option shall be substantially identical to the terms of the Corporation Stock Options.

  • With respect to each Moody's Stock Option and each stock appreciation right for Moody's Common Stock granted to a New D&B Employee, references under the New D&B Replacement Plans, the Moody's Replacement Plans and the Corporation Stock Option Plans to employment with or termination of employment shall reference employment with or termination of employment with New D&B.

  • With respect to each New D&B Stock Option and each stock appreciation right for New D&B Common Stock granted to a Moody's Employee, references under the New D&B Replacement Plans, the Moody's Replacement Plans and the Corporation Stock Option Plans to employment with or termination of employment shall reference employment with or termination of employment with Moody's.

Related to New D&B Replacement Plans

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Replacement Sub-Contractor means a sub-contractor of the Replacement Supplier to whom Transferring Supplier Employees will transfer on a Service Transfer Date (or any sub-contractor of any such sub-contractor);

  • SOFR Benchmark Replacement Date means the Benchmark Replacement Date with respect to the then-current Benchmark;

  • Approved Replacement means, with respect to a Market Quotation, an entity making such Market Quotation, which entity would satisfy conditions (a), (b), (c) and (d) of the definition of Permitted Transfer (as determined by Party B in its sole discretion, acting in a commercially reasonable manner) if such entity were a Transferee, as defined in the definition of Permitted Transfer.

  • Benchmark Replacement means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

  • Benchmark Replacement Date means the earliest to occur of the following events with respect to the then-current Benchmark:

  • Long-term acute care facility (LTAC) means a facility or Hospital that provides care to people with complex medical needs requiring long-term Hospital stay in an acute or critical setting.

  • Participating Durable Medical Equipment Provider means a Durable Medical Equipment Provider who has a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Qualified Replacement Special Servicer A Person as to which all the following conditions are satisfied at the relevant date of determination: (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied to such Person (other than any change in the entity type or the state or jurisdiction of formation), (ii) there is no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the surviving Person) or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection with the special servicing obligations that such Person would assume under this Agreement or the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (B) is not a Prohibited Party and has not been terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xv), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion.

  • Non-Participating Durable Medical Equipment Provider means a Durable Medical Equipment Provider who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Replacement Equipment means operational equipment or other parts used by Tenant to replace any of the Equipment.

  • Full Replacement Cost as used herein shall mean the actual replacement cost of the Leased Property requiring replacement from time to time including an increased cost of construction endorsement, if available, and the cost of debris removal. In the event either party believes that full replacement cost (the then-replacement cost less such exclusions) has increased or decreased at any time during the Lease Term, it shall have the right to have such full replacement cost re-determined.

  • Replacement Contractor means any third party service provider appointed by the Authority to supply any services which are substantially similar to any of the Services and which the Authority receives in substitution for any of the Services following the expiry, termination or partial termination of the Contract.

  • Original component manufacturer means an organization that designs and/or engineers a part and is entitled to any intellectual property rights to that part.

  • Intent-Based Replacement Disclosure means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within 180 days prior to the applicable redemption or repurchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

  • Replacement Card means a renewal or replacement Card issued to you by us;

  • Benchmark Replacement Adjustment means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

  • Replacement Candidate means any Candidate Introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 12 weeks of the Engagement;

  • Original equipment manufacturer means a company that manufactures products that it has designed from purchased components and sells those products under the company's brand name.

  • Airport Ground Support Equipment means vehicles and equipment used at an airport to service aircraft between flights.

  • Long-term care facility means a nursing home, retirement care, mental care, or other facility or institution that provides extended health care to resident patients.

  • Replacement Product means electric generating capacity, capacity-related benefits, environmental attributes, Energy or other electric products from a generation resource other than the Facility that are provided or delivered to replace or substitute for Contract Capacity or Storage Capacity (or any Capacity-Related Benefit, Environmental Attribute, Other Electric Product, Contract Energy, or Storage Energy associated therewith), in each case, in whole or in part, pursuant to Section 4.6.

  • Basic generation service transition costs means the amount by

  • Approved Source means Cisco or a Cisco authorized reseller, distributor or systems integrator.

  • Qualified Replacement Mortgage A Home Equity Loan substituted for another pursuant to Section 3.04, 3.05(b) or 3.06(b) hereof, which (i) has a Coupon Rate at least equal to the Coupon Rate of the Home Equity Loan being replaced, (ii) is secured by Property that is of the same or better property type as, or is a single family dwelling and the same or better occupancy status as, the Property securing the Home Equity Loan being replaced or is a primary residence, (iii) shall mature no later than the latest Final Scheduled Distribution Date with respect to the related Home Equity Loan Group, (iv) has a Loan-to-Value Ratio as of the Replacement Cut-Off Date no higher than the Loan-to-Value Ratio of the replaced Home Equity Loan at such time, (v) shall be of the same or higher credit quality classification (determined in accordance with the Seller’s credit underwriting guidelines set forth in the Seller’s underwriting manual) as the Home Equity Loan which such Qualified Replacement Mortgage replaces, (vi) shall be a First Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a First Mortgage Loan and shall be a First Mortgage Loan or Second Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a Second Mortgage Loan, (vii) has an outstanding principal balance as of the related Replacement Cut-Off Date equal to or less than the outstanding principal balance of the replaced Home Equity Loan as of such Replacement Cut-Off Date, (viii) shall not provide for a “balloon” payment if the related Home Equity Loan did not provide for a “balloon” payment (and if such related Home Equity Loan provided for a “balloon” payment, such Qualified Replacement Mortgage shall have an original maturity of not less than the original maturity of such related Home Equity Loan), (ix) shall be a fixed rate Home Equity Loan if the Home Equity Loan being replaced is in Group I or an adjustable rate Home Equity Loan if the Home Equity Loan being replaced is in Group II, (x) satisfies the criteria set forth from time to time in the definition thereof at Section 860G(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust, (xi) satisfies the representations and warranties set forth in Section 3.04(b) hereof, (xii) shall not be 30 days or more Delinquent and (xiii) if such Home Equity Loan being replaced is in Group II, shall adjust based on the same index as, have no lower margin than, have the same interval between adjustment dates as and have a maximum Coupon Rate no lower than, and a minimum Coupon Rate no lower than, the Home Equity Loan being replaced.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.