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.
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 Plan has the meaning set forth in Section 6.2(a).
Parent Stock Plans has the meaning set forth in Section 4.5(a).
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
COP means the conference of the parties to the Convention;
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Stock Plans has the meaning set forth in Section 3.02(b).
Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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;
Assumed Final Distribution Date The Distribution Date in July 2036.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
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.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Parent Stockholders means the holders of the outstanding Parent Shares.
Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.
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.
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.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.