“ Representatives ” has the meaning ascribed thereto in Section 5.2.
“ Restricted Shares ” means 9,200,000 shares of Stock Consideration as such amount may be reduced pursuant to Section 2.5(b); provided however that such shares shall not be considered Restricted Shares when the aggregate amount of Restricted Shares beneficially owned by Seller is less than or equal to 2,500,000 shares of Parent Common Stock.
“ SBA Average Closing Price ” means the average of the daily closing price per share of Parent Common Stock on The Nasdaq Stock Market, Inc. National Market System (“Nasdaq”) (as reported in The Wall Street Journal or, if not reported thereby, another alternative source as chosen by Parent) for the seven (7) consecutive trading days ending on and including the Determination Date.
“ SBA Closing Price ” means, as of any measurement date, the closing price per share of Parent Common Stock on such date on Nasdaq (as reported on Bloomberg or, if not reported thereby, another alternative source as chosen by Parent).
“ SBA Reference Price ” equals $22.92.
“ SBA Sale Price ” means the weighted average of the gross sales prices at which Parent has sold any Parent Common Stock for cash between the date of this Agreement and the Closing (other than issuances pursuant to outstanding stock options or pursuant to Parent’s Employee Stock Purchase Plan).
“ SEC ” means the United States Securities and Exchange Commission. “ Seller Indemnitees ” has the meaning ascribed thereto in Section 7.2(c). “ Seller’s Independent Accountants ” means Ernst & Young LLP. “ Securities Act ” means the Securities Act of 1933, as amended. “ Shares ” has the meaning ascribed thereto in the second “Whereas” clause of this Agreement. “ Sites ” means the Owned Sites, the Leased Sites, the Managed Sites, the Other Interest Sites and the Easements. “ Stock Consideration ” has the meaning ascribed thereto in Section 2.2(a).
“ Stock Rights ” means all options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock options or stock equivalents, arrangements or commitments (contingent or otherwise) relating to any equity interests or any other equity interests.
“ Subsidiary ” means, with respect to any person, any corporation, partnership, limited liability company or other entity in which such person, directly or indirectly, owns or Controls