Net Shares Sample Clauses

Net Shares. In respect of any Exercisable Option exercised or deemed exercised, a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Exercisable Option, of (A) the Relevant Price on such Valid Day less the Strike Price, divided by (B) such Relevant Price, divided by (iii) the number of Valid Days in the Settlement Averaging Period; provided, however, that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number “zero”.
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Net Shares. Notwithstanding the terms of the Stockholders Agreement, upon any taxable event arising under federal, foreign, state or local tax law with respect to the Management Shares (including, but not limited to, the issuance, repurchase, cancellation, vesting or transfer of the Management Shares, or the waiver or cancellation of the Put Right), at the election of the Purchaser, the Company shall repurchase for their then-current Fair Market Value a number of the Management Shares up to the amount of the tax liability incurred with respect to such taxable event, such tax liability to be calculated using the applicable tax rate of the Purchaser at the time the taxable event arises.
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Net Shares. In respect of any Exercisable Unit or Designated Repurchase Unit exercised or deemed exercised hereunder, a number of Shares equal to the Applicable Percentage multiplied by the lesser of:
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Net Shares. In respect of any Option exercised or deemed exercised, for each Option, a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Cash Settlement Averaging Period for such Option, of (A) the Relevant Price on such Valid Day less the Strike Price, divided by (B) such Relevant Price, divided by (iii) the number of Valid Days in the Cash Settlement Averaging Period; provided, however, that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number “zero”. JPMorgan will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares to be delivered hereunder valued at the Relevant Price for the last Valid Day of the Cash Settlement Averaging Period.
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Net Shares. The net shares of a partner's interests, as per day, shall be the amount that is distributed to such a partner in the liquidation of the partnership under section 11 in this case if (1) all partnership assets were sold for the value of their gross assets, (2) the partnership paid its pledged, but unpaid, debts and reserves established under Section 11.3 in this case for the payment of possible or unknown reasonable liabilities. and (3) the remaining income distribution partnership to associates in liquidation, all of such days; Liability that arises from any event or state of facts that were contained in, or occurs before, such days but were unknown as such a day or too probable as the responsibility or amount to the obligation of such a day. The net equity interests of a partner must be determined, without audit or certification, from the book Partnership records by the independent certified public accountants company have been regularly used by the partnership. The net interest shares of a partner shall be determined within thirty (30) days of the day on which such accountants will increase in writing the gross asset value of the property, and the amount of such net shares shall be disclosed to the partnership and each of the partners with written notice. Net determination of equity including accountants must be final and binding in the event of failure to demonstrate gross negligence or will misconduct. 9.5
Sample 1
Net Shares. In accordance with the terms and conditions of the Notice of Exercise, the Plans, the Option Agreements and the Company’s policies regarding deferred delivery exercises, and subject to the other provisions of this Agreement, the parties hereto agree that the remaining Exercise Shares, after deducting from the total number of Exercise Shares the number of Replacement Shares and the number of Withholding Shares (such remaining Exercise Shares, the “Net Shares”), will not be delivered or constructively delivered by the Company to Executive or any other person this date, but will only be delivered to Executive, any Transferee(s) subsequently identified by Executive under Section 9(b), or the beneficiaries or heirs of Executive at the later Delivery Date(s) for such Net Shares specified in this Agreement, pursuant to the terms of this Agreement and subject to any required deduction therefrom of Additional Withholding Shares at the time of deferred delivery as provided under Section 3(c). The number of Net Shares is set forth on Exhibit 1 hereto. Although delivery of the Net Shares is being deferred, all right to receive the Net Shares on the Delivery Date (collectively, the “Delivery Rights”) are fully vested in Executive as of the date hereof, and the consideration rendered by Executive for the Delivery Rights and for the Net Shares to which such rights relate consists exclusively of services performed by Executive prior to the date hereof.
Sample 1
Net Shares. In respect of any Option exercised or deemed exercised, for each Option a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Option, of (A) (1) the amount by which the Cap Price exceeds the Strike Price, if the Relevant Price on such Valid Day is equal to or greater than the Cap Price; (2) the amount by which the Relevant Price exceeds the Strike Price, if the Relevant Price on such Valid Day is equal to or greater than the Strike Price but less than the Cap Price or (3) zero, if the Relevant Price is less than the Strike Price; divided by (B) the Relevant Price on such Valid Day, divided by (iii) the number of Valid Days in the Settlement Averaging Period. Wachovia will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares to be delivered hereunder valued at the Relevant Price on the last Valid Day of the Settlement Averaging Period.
Sample 1

Related to Net Shares

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Common Shares 4 Company...................................................................................... 4

  • Shares The term “

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

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