Parent Plans has the meaning set forth in Section 6.4(c).
Parent 401(k) Plan has the meaning set forth in Section 6.6(e).
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Parent Entities means, collectively, Parent and all Parent Subsidiaries.
Parent Parties has the meaning set forth in ARTICLE V.
Parent Plan has the meaning set forth in Section 7.8(b).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Parent Business has the meaning set forth in the Separation and Distribution Agreement.
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
Parent Option means an option to purchase shares of Parent Common Stock.
Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.
Merger Sub Board means the board of directors of Merger Sub.
Parent Subsidiaries means the Subsidiaries of Parent.
Acquiror has the meaning specified in the Preamble hereto.
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Effective Time has the meaning set forth in Section 2.2.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Company Share means one share of common stock of the Company, $0.01 par value per share.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Merger Subs has the meaning set forth in the Preamble.
Parent Options means options to purchase shares of Parent Common Stock from Parent (whether granted by Parent pursuant to the Parent Option Plans, assumed by Parent or otherwise).