Parent Convertible Securities definition

Parent Convertible Securities means all Parent Restricted Stock Units or other debt or equity securities, rights, warrants or options that are convertible into or exercisable or exchangeable for Parent Common Stock.
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Parent Convertible Securities shall have the meaning set forth in Section 3.4.
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Parent Convertible Securities. Section 3.3(a)
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Examples of Parent Convertible Securities in a sentence

  • As of the date hereof, no action is pending to issue (or approve the issuance of) any shares of capital stock of Parent, any Parent Convertible Securities or any stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or any of its Subsidiaries.

  • Since the close of business on June 3, 1999, Parent has not issued any shares of capital stock or Parent Convertible Securities, other than in connection with the exercise of employee stock options described in clause (a) above and/or as permitted by Section 6.1 hereof.

  • Except as set forth above and except for any issuances of Parent Common Stock pursuant to equity awards described above under the Parent Stock Plans, on the date of this Agreement, no shares of capital stock or other voting securities of Parent were issued, outstanding or reserved for issuance pursuant to outstanding Parent Convertible Securities.

  • Except as required by the terms of any employee or director stock options and/or as permitted by 6.1, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent and of any Parent Convertible Securities.

  • To Parent's knowledge, neither Parent nor any Parent subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Parent Stock Plans, Parent Employee Stock Options and Parent Convertible Securities, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences.

  • Outpatient ReferralIf the PCP determines that a member requires specialty services or examinations outside of the standard primary care, the provider must request for these services to be performed by appropriate contracted providers.

  • Except as set forth on SCHEDULE 3.2(b)(i), since the Capitalization Date, no shares of capital stock of Parent and no other securities directly or indirectly convertible into, or exchangeable or exercisable for, capital stock of Parent have been issued, other than shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding on the Capitalization Date or upon the conversion or exchange of outstanding Parent Indebtedness or Parent Convertible Securities.

  • As of the date of this Agreement, except for Parent Common Stock, options to purchase Parent Common Stock and other stock awards outstanding under the Parent Stock Plans and the Parent Convertible Securities, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, exercisable, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote.

  • Except as required by the terms of any employee or director stock options or employee stock ownership plan and/or as may be entered into in the ordinary course of business, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent and of any Parent Convertible Securities.

  • Without the prior written consent of the Company, no Parent Convertible Securities constituting any portion of the Parent Debt shall have been converted into any right to receive any shares of Parent Stock.


More Definitions of Parent Convertible Securities

Parent Convertible Securities means any securities (directly or indirectly) convertible into or exchangeable for Parent Common Stock, but excluding Parent Options. For clarity, Parent Convertible Securities do not include any shares of Parent Series C-1 Preferred Stock issuable hereunder, Parent Series C-2 Preferred Stock issuable hereunder, or Parent Series D Preferred Stock issued or issuable in the Series D PIPE.
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Parent Convertible Securities means any Equity Interests of Parent convertible into or exchangeable or exercisable for Parent Common Stock.
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Parent Convertible Securities. Section 3.3(b) “Parent Indemnitees” Section 7.1(a) “Parent Plan” Section 5.1(a) “Parent Preferred Stock” Section 3.3(a) “Parent Schedule” Article III Preamble
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Related to Parent Convertible Securities

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Convertible Securities means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • Convertible Security means one of the Convertible Securities.

  • Convertible Security Acquisition means an acquisition by a Person of Voting Shares upon the exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition;

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Convertible Senior Notes means the 4.75% Convertible Senior Notes of the Borrower due 2011.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $.01 par value, of the Corporation.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor;

  • Eligible Securities means those securities which are identified as permissible securities for a particular Transaction Category.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Excluded Stock means:

  • Stock Equivalents means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.