Net Settlement Shares definition

Net Settlement Shares means, in respect of each $1,000 principal amount of Debentures being converted, the number of shares of Common Stock equal to the product of (i) the Conversion Rate and (ii) the applicable Share Percentage; provided, that if a Conversion Settlement Election is not timely made with respect to such conversion, the Share Percentage shall be deemed to equal 100%; provided, further that if the Conversion Settlement Amount is then based (x) on the Applicable Consideration in accordance with Section 10.06, such number of shares of Common Stock shall be adjusted to the equivalent units of Applicable Consideration or (y) on shares of Public Acquirer Common Stock in accordance with Section 10.13, such number of shares of Common Stock shall be adjusted to the equivalent shares of Public Acquirer Common Stock.
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Net Settlement Shares means any Transferable Shares that were used to pay either (or both of) the aggregate exercise price for any Transferable Shares acquired on the exercise of Company Stock Options and/or the applicable tax withholding due in connection with the issuance of Shares upon the exercise or settlement of Company Awards (other than Post-Recapitalization Awards) in connection with a net share withholding process, in any such case, whether via having the Company withhold otherwise issuable Shares under the Company Award or having the Shares issuable upon vesting, exercise or settlement of the Company Award sold into the public market pursuant to a Company approved broker-assisted exercise or sale program.
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Examples of Net Settlement Shares in a sentence

  • If following the sale of some but not all of the Net Settlement Shares the Settlement Balance has been reduced to zero, no additional Net Settlement Shares shall be sold by Barclays and Barclays shall redeliver to Counterparty any remaining Net Settlement Shares.

  • If following the sale of some but not all of the Net Settlement Shares the Settlement Balance has been reduced to zero, no additional Net Settlement Shares shall be sold and Party A shall redeliver to Party B any remaining Net Settlement Shares.

  • Following the sale of the Net Settlement Shares by Party A, the Settlement Balance shall be reduced by an amount equal to the aggregate proceeds (net of any brokerage and underwriting commissions and fees, including any customary private placement fees in the case of Restricted Shares) received by Party A upon the sale of the Net Settlement Shares.

  • Thus, for example and for the avoidance of doubt, sales or other dispositions of Exempt Shares and Net Settlement Shares would be excluded in determining the number of Transferable Shares that may be sold pursuant to clause (C) of Section 3.2(a)(iii).

  • Counterparty has the right to elect that the Net Settlement Shares (and any Make-Whole Shares, as such term is defined below) shall be (i) Registered Securities as further described below in paragraph 5(i), or (ii) unregistered Shares (“Restricted Shares”).

  • Such Net Settlement Shares shall additionally be subject to the section titled “Registration” below.

  • In addition to their Net Settlement Shares, Plaintiffs will apply to the Superior Court for an award of not more than $25,000 each as their Class Representative Payments or, in the case of ▇▇▇▇▇, as his Special ▇▇▇▇▇ Settlement Payment.

  • Any such delivery to the LLC’s principal place of business shall be addressed to the chief executive officer.

  • Following the sale of the Net Settlement Shares by Barclays, the Settlement Balance shall be reduced by an amount equal to the aggregate proceeds (net of any brokerage and underwriting commissions and fees, including, in the event of settlement with Restricted Shares, any customary private placement fees) that Barclays is able to secure from buyers by using commercially reasonable efforts to achieve the highest price in the sale of the Net Settlement Shares.

  • Following the sale of the Net Settlement Shares by Barclays, the Settlement Balance shall be reduced by an amount equal to the aggregate proceeds (net of any brokerage and underwriting commissions and fees, including any customary private placement fees) received by Barclays upon the sale of the Net Settlement Shares.