D&B Common Stock definition
Examples of D&B Common Stock in a sentence
The percentage interest of each participant in the pooled stock fund as of the Effective Time shall equal such participant's percentage interest in the D&B Common Stock fund immediately prior to the Effective Time.
D&B agrees that Cognizant or any of its Subsidiaries may at any time after the Distribution Date sell any of such D&B Common Stock or the Warrant to D&B at the market value thereof on such sale date (calculated as described below) by giving D&B written notice of such proposed sale five business days in advance thereof.
Participants in the D&B Savings Plan who, immediately prior to the Effective Time, have balances in the D&B Common Stock fund shall have such balances converted, as of the Effective Time, to units in a pooled stock fund consisting of D&B Common Stock, Cognizant Common Shares and ACNielsen Common Shares.
Cognizant agrees that it will not sell, and will not permit the sale, to any non-affiliated third-party of any of the D&B Common Stock so received from the Partnership, the Warrant, any shares of D&B Common Stock received upon exercise of the Warrant, or any shares of ACNielsen Common Stock received as a result of being the holder of record of D&B Common Stock on the Distribution Record Date.
D&B shall deliver to the Agent the share certificates representing the Cognizant Common Shares and the ACNielsen Common Shares issued to D&B by Cognizant and ACNielsen, respectively, pursuant to Section 2.1(b) and shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, such Common Shares to holders of record of shares of D&B Common Stock on the Distribution Record Date as further contemplated by the Information Statement and herein.
At the time of the Distribution, the Corporation shall contribute to New D&B any New D&B Common Stock received by the Corporation as a result of the forfeiture of restricted D&B Common Stock by employees or directors of the Corporation and its Subsidiaries who will no longer be employees or directors of any member of the Moody's Group immediately following the Distribution.
For purposes of the foregoing, the market value of the D&B Common Stock or the ACNielsen Common stock on any date on which any such securities are to be sold pursuant hereto shall be equal to the average of the closing prices therefore on the New York Stock Exchange on each of the five trading days preceding such date, and the market value of the Warrant on any date shall be equal to the amount determined by Merr▇▇▇ ▇▇▇c▇ & ▇o.
The initial ratio of stock in the pooled stock fund shall be one share of D&B Common Stock to one share of Cognizant Common Shares to 1/3 share of ACNielsen Common Shares.
At the time of the Distribution, the Corporation shall contribute to New D&B any New D&B Common Shares received by the Corporation as a result of the forfeiture of restricted D&B Common Stock by D&B employees or directors who will become New D&B employees or directors in connection with the Distribution.
The Corporation shall deliver to EquiServe Trust Company, as the distribution agent (the "Agent"), the share certificates representing the New D&B Common Stock issued to the Corporation by New D&B and shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, certificates representing such Common Shares to holders of record of shares of D&B Common Stock on the Distribution Record Date as further contemplated by the Information Statement and herein.