Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of such time or will vest in connection with the consummation of the transactions contemplated hereby (whether at the Effective Time or otherwise).
Unvested Company Option means any Company Option that is not a Vested Company Option.
Per Share Amount is defined in Section 1.1
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Vested Shares means "Vested Shares" as defined in the Award Agreement.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.
Net Share Amount For any Exercise Date, a number of Shares, as calculated by the Calculation Agent, equal to (x) the product of (i) the number of Warrants being exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) the excess, if any, of the Relevant Price for the Valuation Date occurring on such Exercise Date over the Strike Price (such product, the “Net Share Settlement Amount”), divided by (y) such Relevant Price.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent Option means an option to purchase shares of Parent Common Stock.
Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.
Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.
Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Company Optionholders means the holders of Company Options.
Vested LTIP Units has the meaning provided in Section 4.4(d) hereof.
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.
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.
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.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.