Proceeds Per Share definition

Proceeds Per Share means the fair market value, as determined in good faith by the Committee, of the consideration to be received per Share by the stockholders of the Company upon occurrence of a Change of Control.
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Proceeds Per Share means the amount of proceeds or deemed proceeds to the Relevant Investors as a result of the Trigger Event as determined pursuant to Section 6.3 divided by the number of Initial Shares. If the Trigger Event results in the then outstanding Common Stock being exchanged for other securities on other than a one-to-one basis, then the Special Management Shares shall be multiplied by the number of such securities issued in exchange for each share of Common Stock pursuant to such Trigger Event.
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Examples of Proceeds Per Share in a sentence

  • If the Preliminary Total Proceeds Per Share is equal to or greater than $2.49, the Company (or its successor, as applicable) shall determine the Total Proceeds Per Share.

  • In connection with any declaration pursuant to this Section 11.8(b), the Plan Committee may, but shall not be obligated to, cause a cash payment to be made to each Participant who holds a Stock Option that is terminated in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the Event Proceeds Per Share (as hereinafter defined) exceeds the exercise price per share covered by such Stock Option times (y) the number of shares of Common Stock covered by such Stock Option.

  • For purposes of this Section 11.8(b), "Event Proceeds Per Share" shall mean the cash plus the fair market value, as determined in good faith by the Plan Committee, of the non-cash consideration to be received per share by the shareholders of the Company upon the occurrence of the Event.

  • In connection with any declaration pursuant to this Section 11.13 that applies to Restricted Stock Units that are payable in cash, the Committee shall cause a cash payment to be made to each Participant who holds any such Restricted Stock Unit in an amount equal to the product obtained by multiplying (a) the amount of the Transaction Proceeds Per Share (as defined in the following sentence) times (b) the number of shares of Common Stock covered by such Restricted Stock Unit.

  • If the Total Proceeds Per Share is equal to or greater than $2.49, the Director shall be entitled to a Bonus Payment on such Payment Date equal to (i) the product of (A) the Total Proceeds Per Share multiplied by (B) the Bonus Shares, less (ii) the sum of (A) the Aggregate Exercise Price and (B) any previous Bonus Payments made hereunder.

  • If the Director is an Eligible Participant on the Closing Date, then on each Payment Date other than the Closing Date, the Company (or its successor, as applicable) shall determine the Preliminary Total Proceeds Per Share.

  • If the Executive is an Eligible Participant on the Closing Date, then on each Payment Date other than the Closing Date, the Company (or its successor, as applicable) shall determine the Preliminary Total Proceeds Per Share.

  • Each grant of Senior Executive Long Term Incentive Restricted Stock Units will specify the target number of Shares to which it pertains and will further specify a target value (in dollars), which will also represent the maximum value (in dollars), that may be awarded in connection with the vesting of Senior Executive Long Term Incentive Restricted Stock Units based on (a) the Closing Fair Market Value or (b) the Proceeds Per Share on a Change of Control, in each case, as applicable.

  • If the Total Proceeds Per Share is equal to or greater than $2.49, the Executive shall be entitled to a Bonus Payment on such Payment Date equal to (i) the product of (A) the Total Proceeds Per Share multiplied by (B) the Bonus Shares, less (ii) the sum of (A) the Aggregate Exercise Price and (B) any previous Bonus Payments made hereunder.

  • Upon becoming vested in accordance with Section 2, each Stock Appreciation Right shall entitle Participant to receive a cash payment from the Company in accordance with Section 3 equal to the excess, if any, of the Net Proceeds Per Share received in connection with an Acquisition Event over the Base Price.

Related to Proceeds Per Share

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000). The following Section 3.2(d) shall be added to the Agreement immediately following Section 3.2(c):

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Fair Market Value Per Share means as of any date the fair market value of each of the Shares on such date (the "applicable date") as determined by the Option Committee in good faith. The Option Committee is authorized to make its determination as to the fair market value on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the average daily bid and average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts. In the case of Shares described in (i), (ii) or (iii) above, if no prices are reported for the Shares on the applicable date, the "Fair Market Value per Share" shall be the price reported for such Shares on the next preceding date on which there were reported prices.

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Adjusted Fair Market Value means, in the event of a Change in Control, the greater of (a) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (b) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • State average adjusted property tax base per square mile means the sum of

  • Cash Proceeds means proceeds that are money, checks, deposit accounts, or the like.

  • State average current expense appropriations per student means the most

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Net Asset Value per Unit means, for each Class of Partnership Unit, the net asset value per unit of such Class of Partnership Unit, determined as of the last business day of each month as described in the Prospectus.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Reference Value means the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Gross Fair Market Value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

  • Noncash proceeds means proceeds other than cash proceeds.