Parent Exchange Option definition

Parent Exchange Option shall have the meaning specified in Section 2.3(a).
Parent Exchange Option shall have the meaning specified in Section 2.3(a). "Parent Material Adverse Effect" shall mean any Material Adverse Effect with respect to the Parent and any of its subsidiaries when taken as a whole. "Parent Preferred Stock" shall have the meaning specified in Section 3.3. "Parent Rights" shall have the meaning set forth in Section 3.3. "Parent Rights Agreement" shall have the meaning set forth in Section 3.3. "Parent SEC Documents" shall have the meaning specified in Section 3.10. "Parent Series C Preferred Stock" shall have the meaning set forth in Section 3.3. "Parent Shareholder Authorizations" shall have the meaning specified in Section 3.5. "Parent Shareholders" shall have the meaning specified in Section 3.4. "Parent Shareholders' Meeting" shall have the meaning specified in Section 5.2(h). "PBGC" shall have the meaning specified in Section 4.9(g)(ii). "Peer Group" shall mean the following companies: Giant Cement Holding, Inc., Lafarge Corporation, Lone Star Industries, Inc. and Centex Construction Products, Inc. "Peer Group Composite Index" is defined as the percentage change (expressed in positive or negative percentage points) in the average of the volume weighted average trading prices of the common stock of each of the companies in the Peer Group, as reported by Bloomberg Financial Markets, weighted by the market capitalization of each such company, from the date of this Agreement to the last day of the Test Period. For this purpose, the market capitalization of each such company on a given date shall be determined by multiplying the number of outstanding shares of common stock of such company, as reflected in the most recently available filings with the Commission (with appropriate adjustments for any stock splits, stock dividends or similar events), times the volume weighted average trading price of such common stock on the such date. "Pension Plans" shall have the meaning specified in Section 4.9(f). "Permits" shall have the meaning specified in Section 4.20. "Person" shall mean an individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other legal entity of any kind. "Prior Event" shall have the meaning specified in Section 8.12(c). "Prospectus" shall have the meaning specified in Section 3.11. "Qualified Company Plan" shall have the meaning specified in Section 4.9(b). "Registration Statement" shall have the meaning s...

Examples of Parent Exchange Option in a sentence

  • As promptly as reasonably practicable after the Effective Time, Parent shall issue to each holder of an outstanding Parent Exchange Option a document evidencing the foregoing assumption by Parent.

  • The number of shares subject to any Parent Exchange Option and the exercise price per share of such Parent Exchange Option shall be determined in a manner which would not result in the conversion of Company Stock Options into Parent Exchange Options being treated as a new grant of stock options under Section 409A of the Code, and the Company and Parent shall agree upon any adjustments to this Section 2.4(a) necessary to avoid such new grant of stock options.

  • The number of shares subject to any Parent Exchange Option and the exercise price per share of such Parent Exchange Option shall be determined in a manner which would not result in the conversion of Company Stock Options into Parent Exchange Options being treated as a new grant of stock options under Section 409A of the Code, and the Company and Parent shall agree upon any adjustments to this Section 5.7(a) necessary to avoid such new grant of stock options.

  • Each Company Stock Option converted pursuant to the terms of this Section 5.7(a) shall be referred to as a "Parent Exchange Option." In connection with the issuance of Parent Exchange Options, Parent shall reserve for issuance the number of shares of Parent Common Stock that will become subject to Parent Exchange Options pursuant to this Section 5.7(a).

  • Each Parent Exchange Option shall be subject to the same terms and conditions set forth in the Company Option Plan as in effect immediately prior to the Effective Time.

  • Each director, officer or Employee of Company who is required to execute and who executes the letter agreement contemplated in Section 5.3(e) and whose employment is terminated following the Merger shall have the expiration date of his Parent Exchange Option extended until the 90th day following the date that such director, officer or Employee of Company is first permitted to sell, transfer or otherwise dispose of Common Stock under the terms of such letter agreement.

Related to Parent Exchange Option

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.

  • Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.

  • Common Share means one share of the common stock of the Company.

  • 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.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • 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.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • 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.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Equity Award Exchange Ratio means the sum, rounded to the four decimal places, equal to (i) the Exchange Ratio, plus (ii) the quotient of (A) the Cash Consideration, divided by (B) the Parent ADS Price.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • Parent Common Stock means the 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.

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Common Shares means the common shares in the capital of the Corporation;

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.