Parent Class B Stock definition

Parent Class B Stock means the Class B Common Stock, $0.01 par value per share, of Parent.

Parent Class B Stock has the meaning set forth in Section 5.03(a).

Parent Class B Stock. Section 5.3(a)

Examples of Parent Class B Stock in a sentence

• All outstanding Parent Class A Stock, Parent Class B Stock, Private Placement Warrants and Public Warrants have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights.

• The affirmative vote of the holders of a majority of the shares of Parent Common Stock and Parent Class B Stock, voting together as a single class, that are voted at the Parent Common Stockholders Meeting, is the only vote of the holders of Parent’s capital stock required to approve the Transaction Proposals, assuming a quorum is present (the “Parent Stockholder Approval”).

• It is the intention of the Parties that the consummation of the transactions contemplated by this Agreement, including the Merger, will not require a vote of the holders of Parent Common Stock or Parent Class B Stock, and each of the Company and Parent shall use reasonable best efforts to avoid taking any action that would reasonably be expected to require such vote to be obtained.

• None of the issued and outstanding shares of Parent Common Stock or Parent Class B Stock were issued in violation of any preemptive rights, Laws or Orders.

• The only items on the ballot at the Parent Stockholder Meeting shall be approval of (i) the issuance of Parent Stock in connection with the Merger, (ii) the amendment of the McDATA 2001 Equity Incentive Plan to increase by not more than three (3) million the number of shares authorized thereunder and to allow for options and equity awards of Parent Class A Stock and (iii) an exchange offer to combine Parent Class A Stock and Parent Class B Stock.

More Definitions of Parent Class B Stock

Parent Class B Stock means, prior to the filing and effectiveness of the Parent A&R Charter, the Class B common stock, par value $0.0001 per share, of Parent entitling the holder of each such share to one vote per share.

Parent Class B Stock means the Parent Class B-1 Stock, the Parent Class B-2 Stock, the Parent Class B-3 Stock and the Parent Class B-4 Stock.

Parent Class B Stock. Schedule A, Section 2

Parent Class B Stock means, collectively, the Parent Class B-1 Stock and the Parent Class B-2 Stock.

Parent Class B Stock shall have the meaning set forth in Section 3.2; (iiii) "Parent Commission Documents" shall have the meaning set forth in Section 3.8; (jjjj) "Parent Common Shares" shall mean shares of Parent Common Stock and Parent Class B Stock; (kkkk) "Parent Common Stock" shall have the meaning set forth in Section 3.2; (llll) "Parent Employees" shall have the meaning set forth in Section 3.10(a); (mmmm) "Parent ERISA Affiliate" shall have the meaning set forth in Section 3.10(c); (nnnn) "Parent Form S-4" shall have the meaning set forth in Section 3.2; (oooo) "Parent Form 10-K" shall have the meaning set forth in Section 3.8; (pppp) "Parent Indemnified Parties" shall have the meaning set forth in Section 11.2(a); (qqqq) "Parent LLC Shares Number" shall mean the aggregate number of outstanding Parent Common Shares as of the fifth business day prior to the Closing Date (assuming that all Parent Common Shares issuable pursuant to the Contingent Shares and Exchange Shares have been issued and any Parent Common Shares issued pursuant to a public offering consummated between the fifth business day prior to Closing Date and the Closing Date are outstanding) less 8.25 million; (rrrr) "Parent Pension Plan" shall have the meaning set forth in Section 3.10(b); (ssss) "Parent Preferred Stock" shall have the meaning set forth in Section 3.2; (tttt) "Parent Securities" shall mean Parent Common Shares and LLC Shares; (uuuu) "Parent Stock Number" shall mean 6.75 million; (vvvv) "Parties" shall have the meaning set forth in the Preamble; (wwww) "Partnership" shall mean USA Networks, a New York partnership; (xxxx) "Partnership Agreement" shall have the meaning set forth in Section 2.1; (yyyy) "Partnership Interest Purchase Agreement" shall mean the Partnership Interest Purchase Agreement by and among Universal Studios, Inc., Universal City Studios, Inc., Viacom, Inc. and Eighth Century Corporation, dated as of September 22, 1997; (zzzz) "Partnership Plans" shall have the meaning set forth in Section 2.10(a); (aaaaa) "Pension Plan" shall have the meaning set forth in Section 2.10(b); (bbbbb) "Permitted Liens" shall mean, collectively, (1) all statutory or other liens for taxes or assessments which are not yet due or the validity of which is being contested in good faith by appropriate proceedings, (2) all mechanics', materialmen's, carriers', workers' and repairers' liens, and other similar liens imposed by law, incurred in the ordinary course of business, which allege unpaid amounts t...

Parent Class B Stock shall have the meaning assigned to such term in the Recitals to this Agreement.

Parent Class B Stock means a class of Common Stock of the Parent with rights substantially similar to the Parent Class A Stock except that certain holders of Parent Class B Stock shall be entitled to fifty (50) votes for each share of Parent Class B Stock held of record by such holder on each matter on which holders of such shares are entitled to vote as set out in the Parent A&R Charter.