Parent Exchange Option definition

Parent Exchange Option shall have the meaning specified in Section 2.3(a).
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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...
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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 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.

  • 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.