SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the Everus Non-Officer Incentive Plan for 2024 as of the Effective Date through the end of the plan year on a prorated basis.
Merger Sub Board means the board of directors of Merger Sub.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Merger Sub 2 has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Agreement has the meaning set forth in the Recitals.
Acquiror has the meaning specified in the Preamble hereto.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.