Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.
Company Stock Fund means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the form of Deferred Stock Units through such December 31).
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Sub-Fund means a segregated pool of assets and liabilities into which the Trust Fund is divided, established under the Trust Deed and the relevant supplemental deed as a separate trust as described in the relevant Appendix.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Company Stock Plans has the meaning set forth in Section 3.02(b).
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Company Stockholders means the holders of shares of Company Capital Stock.
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.
Escrowed Shares has the meaning set forth in Section 2.4.
Newco Stock means the common stock, par value $.01 per share, of Newco.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participant's interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.