per Share definition
per Share means the cash plus the fair market value, as determined in good faith by the Committee, of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.
per Share or “EPS” means the Company’s fiscal year 2019 and 2020 and 2021 diluted earnings per share reported in its annual report on Form 10-K for the applicable years. The Committee, in its discretion, may determine to adjust the results by excluding some or all of the effects of certain unusual items. “TSR Rank” means the aggregate total shareholder return on Shares over the approximately three year period beginning October 24, 2018 and ending on the day the Company’s earnings are announced following the close of the Company’s 2021 fiscal year, ranked against the total shareholder return over the same three year period for each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading volume weighted average price over the period from October 4, 2018 to November 14, 2018, and an ending price equal to the trading volume weighted average price over the period beginning 14 trading days before and ending 15 trading days after the date of the release of the Company’s fiscal year 2021 earnings, and accounting for reinvestment of dividends over this period; provided, however, that if the date of the release of the Company’s fiscal year 2021 earnings is fewer than 15 trading days prior to November 21, 2021, then the ending price will be equal to the average price over the 30-trading day period ending on November 21, 2021. For purposes of this provision, TSR will be calculated using the trading volume weighted average share price for Visa Inc. and the simple average of the closing prices for the S&P 500.
per Share in [specify same form of funds as in Specified Funds below]] Form of Designated Shares: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] Specified Funds for Payment of Purchase Price: [New York] Clearing House (same day) funds [Describe any blackout provisions with respect to the Designated Shares] Time of Delivery:
a. m. (New York City time), .................., ........
Examples of per Share in a sentence
The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share.
The Trust shall in all cases receive the net asset value per Share on all sales.
Subject to the terms and conditions hereof, you irrevocably subscribe for and agree to purchase from the Company the number of Shares set forth on the signature page to this Agreement at a purchase price of $20.00 per Share for the total amount set forth on the signature page (the “Purchase Price”).
In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption.
More Definitions of per Share
per Share means the arithmetic mean of the high and low prices per share as reported on such date on the composite tape of the principal national securities exchange on which such shares are listed or admitted to trading, or, if no composite tape exists for such national securities exchange on such date, then on the principal national securities exchange on which such shares are listed or admitted to trading, or, if the shares are not listed or admitted on a national securities exchange, the arithmetic mean of the per share closing bid price and per share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if no sale of shares shall have been reported on such composite tape or such national securities exchange on such date or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the shares have been so reported or quoted shall be used to calculate the Public Share FMV.
per Share. (the "Offer Price") in cash, without interest, less any required withholding taxes. See Section 1, "The Offer-Terms of the Offer," beginning on page 46 for a description of the terms of the Offer. o Currently, the Continuing Shareholders own approximately 62.58% of the outstanding Shares of Judge Group. All of these Shares will be contributed to Purchaser immediately prior to the consummation of the Offer. See Section 8, "The Offer-Certain Information Concerning Continuing Shareholders and Purchaser", beginning on page 59 and Schedule B for more information on the security holdings of the Continuing Shareholders. o The Offer is conditioned on, among other things: o At least a majority of the Shares outstanding as of May 19, excluding Shares beneficially owned by Continuing Shareholders and the executive officers of Judge Group, are tendered in the Offer (the "Majority of the Minority Condition"). According to information provided by Judge Group to Purchaser, as of May 19, 2003, there were approximately 13,462,382 Shares outstanding. Based on the foregoing information provided by Judge Group to Purchaser, the tender of approximately 2,504,030 Shares held by shareholders other than Continuing Shareholders and Judge Group's executive officers will satisfy the Majority of the Minority Condition; o After Shares are purchased pursuant to the Offer, Purchaser would own at least 80% of the outstanding Shares (the "Minimum Tender Condition"). Based on the information provided by Judge Group, if Purchaser was to purchase approximately 2,345,081 Shares pursuant to the Offer, the Minimum Tender Condition would be met. If the Majority of the Minority Condition is satisfied, the Minimum Tender Condition will also be satisfied. o The special committee of independent directors of Judge Group ("Special Committee") not having modified or withdrawn its recommendation to shareholders that they tender their Shares in the Offer; and See Section 11, "The Offer-Certain Conditions of the Offer," beginning on page 64 for a complete description of all of the conditions to which the Offer is subject. o This is a "going private" transaction. If the tender offer is successful Purchaser will immediately cause Judge Group to merge with Purchaser (the "Merger") and, as a result: o Continuing Shareholders, through Purchaser, will own all of the equity interests in Judge Group; o You will no longer have any interest in Judge Group's future earnings or growth; o Judge Group will no longer be...
per Share. AMOUNT shall have the meaning set forth in the Background section of this Agreement.
per Share. Subject to Section 3(c) of the Option Agreement
per Share. [Formula] Purchase Price by Underwriters: [$..
per Share means, on any given date (i) if the Shares are then listed on a national stock exchange, the closing price per Share on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which the Shares were traded; (ii) if the Shares are not then listed on a national exchange, but are then quoted on NASDAQ or a similar quotation system, the closing price for the Shares as quoted on NASDAQ or a similar quotation system on such date, or if no sale was made on such date on the exchange, on the last preceding day on which the Shares were traded; or (iii) if (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine.
per Share. The sum of KeyCorp’s annual earnings per share for the three fiscal years in the Performance Period, as reported in the Form 10-Ks filed by KeyCorp for such fiscal years, adjusted to remove the impact of changes in allowance for loan losses in consideration of CECL. Peer Group: KeyCorp’s peer group, as determined annually by the Compensation and Organization Committee of the Board of Directors and identified in KeyCorp’s proxy statement. ____________________________________________________________________________ The Participant must accept the Award online within one year from the date of grant and in accordance with the procedures established by KeyCorp and the Award administrator or this Award Agreement may be cancelled by KeyCorp, in its sole discretion. By accepting the Award in accordance with these procedures, the Participant acknowledges that: • This Award is subject to the KeyCorp Incentive Compensation Program and Policy and the KeyCorp Compensation Recovery Policy, each as amended from time to time. The Participant understands and agrees that the Award is subject to risk adjustment and/or clawback in accordance with the procedures set forth therein. These procedures permit Key, in its sole discretion, to decrease, forfeit, delay vesting or payment for a reasonable period of time, or initiate a clawback of all or any part of the Award or the cash underlying any portion of the Award that becomes vested and/or is paid under certain circumstances, including, without limitation, in the event that the Participant receives a "Does Not Meet" risk rating as part of the Participant’s annual performance review, and/or in the event of a significant credit, market or operational loss or significant risk event (e.g., high criticality findings, significant failures in the control environment, etc.) (collectively referred to as “risk events”). If a risk event occurs, whether at the individual or business level, a root cause analysis may be conducted, which may result in a risk adjustment of the Award. • The Participant understands that as a condition to receiving the Award, the Participant must agree to be bound by and comply with the terms and conditions of the Plan, the Award Agreement and related Acceptance Agreement. As soon as the Participant accepts the Award, the terms and conditions of the Award Agreement and Acceptance Agreement will constitute a legal contract that will bind both the Participant and KeyCorp.