Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.
Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.
Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Parent Stock Plan has the meaning set forth in Section 6.2(a).
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).
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
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.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Stock Plans has the meaning set forth in Section 3.02(b).
RemainCo shall have the meaning set forth in the Preamble.
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
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 Plan means any stock option plan or other stock or equity-related plan of the Company.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Closing Merger Consideration has the meaning set forth in Section 2.02
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Newco has the meaning set forth in the first paragraph of this Agreement.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Total Merger Consideration has the meaning set forth in Section 2.2(a).