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.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Parent Option means an option to purchase shares of Parent Common Stock.
Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.
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.
Parent Common Stock means the common stock, par value $.001 per share, of Parent.
Parent Options means options to purchase shares of Parent Common Stock from Parent (whether granted by Parent pursuant to the Parent Option Plans, assumed by Parent or otherwise).
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 Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.
Parent Affiliate means any Person that is (or at any relevant time was) under common control with Parent within the meaning of Sections 414(b), (c), (m) and (o) of the Code, and the regulations issued thereunder.
Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;
Parent Common Shares means the common shares of the Parent;
Parent Closing Price means the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the five full NYSE trading days immediately preceding (but not including) the Effective Date.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Stock Plans has the meaning set forth in Section 4.5(a).
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Parent Parties has the meaning set forth in ARTICLE V.
Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.
Company RSU means each award of restricted stock units of the Company outstanding under any Company Stock Plan or otherwise.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
Parent Stock Plan has the meaning set forth in Section 6.2(a).