Parent Common Stock Cash Value has the meaning set forth in Section 2.1(d).
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Parent Equity Plan shall have the meaning set forth in Section 4.6.
New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Capital stock tax means a tax measured in any way by the capital of a corporation considered in its entirety.
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.