NPS MATERIALS definition
NPS MATERIALS means any registration statement, private placement memorandum and/or other documents or filings prepared by or on behalf of Tenneco or Acquiror (or their Affiliates or representatives) and (i) distributed to prospective purchasers or other receivers of New Preferred Stock, or (ii) filed with the Commission or other Governmental Authority, or the NYSE or other stock exchange, relating to the issuance of New Preferred Stock. "NPS VALUE" means the market value of the New Preferred Stock issued and outstanding at and as of the Effective Time, as jointly determined by the financial advisors identified in SECTIONS 4.10 and 5.10 below on the Closing Date (or, if they are unable to so agree, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated later on the Closing Date). If the New Preferred Stock is issued pursuant to a public issuance or private placement (as opposed to a stock dividend), the gross proceeds of the issuance or placement shall be presumptive evidence of the NPS Value (subject only to adjustment for changes in value, if any, occurring between the date of the issuance or placement and the Closing Date). "NYSE" means the New York Stock Exchange. "1981 STOCK PLAN" means the 1981 Tenneco Inc. Key Employee Stock Option Plan. "1994 STOCK PLAN" means the 1994 Tenneco Inc. Stock Ownership Plan. "OPTION PLANS" means the 1981 Stock Plan and the 1994 Stock Plan. "PERSON" means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or other entity, or any government, or any agency or political subdivision thereof. "PREFERRED STOCK AMOUNT" means an amount equal to the Acquiror Price times the number of shares of Acquiror Common Stock issued to the holders of the $4.50 Preferred Stock and the $7.40 Preferred Stock pursuant to the terms of SECTION 2.5 hereof. "PREFERRED STOCK CONVERSION NUMBER" means the result obtained by (x) subtracting from the Adjusted Common Equity Consideration the product of (i) the excess of (A) 7,000,000 over (B) the number of shares of Acquiror Common Stock issued in exchange for shares of $4.50 Preferred Stock and $7.40 Preferred Stock in the Merger and (ii) the Average Acquiror Price, (y) dividing the result obtained pursuant to clause (x) by the "Assigned Value" (as set forth in EXHIBIT B attached hereto) (being the liquidation value) of the Acquiror Preferred Stock and (z) dividing the result obtained pursuant to clause (y) by the number of shares of Tenneco Common Stock outstan...
NPS MATERIALS means [* * *]g of NPS R-568, [* * *].