Parent Insiders definition

Parent Insiders shall have the meaning ascribed thereto in Section 4.11.
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Parent Insiders has the meaning ascribed thereto in Section 3.8.
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Parent Insiders has the meaning set forth in Section 5.15(d).
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Examples of Parent Insiders in a sentence

  • For purposes of Article X hereof, no action taken by the Board of Directors prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the directors of Company who are not Parent Insiders.

  • None of the Parent Insiders has any direct or indirect interest in any competitor, supplier or customer of Parent or in any Person from whom or to whom Parent leases any property, or in any other Person with whom Parent transacts business of any nature.

  • At any time after the appointment of persons designated by Parent as directors of Company pursuant to Section 3.4 hereof, a majority of the directors of Company who are not Parent Insiders may grant such extensions or waivers.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board three (3) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board two directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board three (3) directors who meet the foregoing criteria and who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board two (2) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.

  • Subject to the provisions of the applicable law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by duly authorized officers of the respective parties; PROVIDED that, in the case of the Company any such modification or amendment must be approved by a majority of the directors who are not Parent Insiders.

  • From and after the date of any designation of directors by Parent under this Section 5.9, there shall be formed a committee of the Board of Directors (the "Special Committee") which shall consist solely of persons who are not Parent Insiders and which shall make all determinations to be made by the Company's Board of Directors hereunder.

  • If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors of the Company is reduced to zero prior to the Effective Time, then the other directors on the Company Board shall designate and appoint to the Company Board three (3) individuals who are not Parent Insiders who shall be deemed to be Continuing Directors for all purposes of this Agreement.


More Definitions of Parent Insiders

Parent Insiders means those officers and directors of Company who will be subject to the reporting requirement of Section 16(b) of the Exchange Act with respect to Parent following the Effective Time of the Company Merger. “Section 16 Information” shall mean information regarding the Company Insiders, the number of shares of Company capital stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in connection with the Company Merger, and the number and description of the Company Options held by each such Company Insider and expected to be converted into Parent Options in connection with the Company Merger.
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Parent Insiders. Section 4.1.(a) "Parent Material Adverse Effect" - Section 7.3. "Paying Agent" - Section 5.2.(a) "Pension Plan" - Section 6.8.(b) "Person" - Section 5.2.(b) "Plans" - Section 6.8.(b) "Proxy Statement" - Section 8.6. "Real Property" - Section 6.11. "Representatives" - Section 8.2.(a) "Schedule 14D-1" - Section 1.2. "Schedule 14D-9" - Section 1.3.(b) "SEC" - Section 1.3.(b) and Section 6.5. "Share" - Section 5.1.(a) "Shares" - Section 5.1.(a) "Subsidiary" - Section 6.1. "Superior Proposal" - Section 8.2.(d)(iii) "Surviving Corporation" - Section 2.1. "Takeover Statute" - Section 6.10. "Tax" - Section 6.12. "Tax Return" - Section 6.12. "Taxable" - Section 6.12. "Taxes" - Section 6.12. "Voting Debt" - Section 6.2.
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Related to Parent Insiders

  • Company Insiders means those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act as listed in the Section 16 Information.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • 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.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Parent Equity Plan shall have the meaning set forth in Section 4.6.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Company Shareholder Meeting has the meaning set forth in Section 5.2(a).

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • 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 Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • TO Proposal – Financial means the TO Contractor’s financial response to the CATS II TORFP dateddate of TO Proposal - Financial.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.

  • 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) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.