total value or voting power of the stock of which is owned, directly or indirectly, by the Company; (C) a Person that owns directly or indirectly, at least 50% of the total value or voting power of the Companys outstanding stock; or (D) an entity, at least 50% of the total value or voting power of the stock of which is owned by a Person that owns, directly or indirectly, at least 50% of the total value or voting power of the Companys outstanding stock.
(b) For purposes of subparagraph (a) above:
(i) Person has the meaning given in Section 7701(a)(1) of the Code. Person includes more than one Person acting as a group as defined by the Final Treasury Regulations issued under Section 409A of the Code.
(ii) Affiliate has the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended.
(c) The provisions of this Section 2.3 will be interpreted in accordance with the requirements of the Final Treasury Regulations under Section 409A of the Code, it being the intent of the parties that this Section 2.3 will comply with the requirements of said Code Section and said Regulations.
2.4 Code means the Internal Revenue Code of 1986, as amended, together with the published rulings, regulations, and interpretations duly promulgated thereunder.
2.5 Committee means the Human Resources Committee of the Board, or such other Committee as is established pursuant to Article 3, who is responsible for administering the Plan in accordance with Article 3.
2.6 Common Stock means the common stock, with no par value (stated value of $.005 per share), which the Company currently is authorized to issue or may in the future be authorized to issue.
2.7 Company means Atmos Energy Corporation, a Texas and Virginia corporation, and any successor entity.
2.8 Date of Conversion means the date on which the Board approves the Awards that have been determined and recommended by the Committee; this is also the effective Date of Conversion for Restricted Stock Units.
2.9 Employee means common-law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company.
2.10 Fair Market Value of a share of Common Stock is the mean of the highest and lowest prices per share on the New York Stock Exchange Consolidated Tape, or such reporting service as the Board may select, on the appropriate date, or in the absence of reported sales on such day, the most recent previous day for which sales were reported.