Transferred Parent Shares definition

Transferred Parent Shares has the meaning set forth in Section 8.2(d)(iv)(I).
Sample 1
Transferred Parent Shares means, as of any date of determination, the number (if any) of Closing Parent Shares that have been Transferred by APSLP and/or the Indemnifying APSLP Partners prior to any Change of Control of Parent; provided that Closing Parent Shares Transferred to or among the Indemnifying APSLP Partners or to any other partner of APSLP as of the Closing Date shall not constitute Transferred Parent Shares; provided that, notwithstanding anything to the contrary in this Section 8.2(d), in the event of a Change of Control pursuant to which APSLP or any Indemnifying APSLP Partners do not receive net cash consideration per Closing Parent Share greater than the Parent Closing Price, the provisos in the definitions of each of Basic Representations Cap and Material Representations Cap and clause (III) of the definition of Fundamental Representations Cap shall not apply and, with respect to each such definition, the applicable provision shall be deemed to be deleted from such definition and shall not be effective; provided further that, in the event that APSLP or any Indemnifying APSLP Partner delivers any Parent Shares to any Parent Indemnified Person pursuant to this Section 8.2, such Parent Shares shall not be treated as Transferred for purposes of the definitions set forth in this Section 8.2(d) and APSLP and such Indemnifying APSLP Partners, if any, shall be deemed to have delivered to such Parent Indemnified Person an amount in cash equal to the product of the number of such Parent Shares delivered multiplied by the Fair Market Value of such Parent Shares (valued as set forth in Section 8.2(e)).
Sample 1

Related to Transferred Parent Shares

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

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shares means the common shares in the capital of the Company;

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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;

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company Shareholders means holders of Company Shares.

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

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Company Shareholder means a holder of one or more Company Shares;

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Newco Shares means the common shares in the capital of Newco;

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • ASA Shares has the meaning set forth in 2.4(a).