Share Call Price definition

Share Call Price shall have the meaning specified in Section 3.2(a) hereof.
Sample 1Sample 2
Share Call Price means, as determined as of the date of the delivery of the applicable Call Notice, (i) in the event of a termination for Cause, the lesser of the original per share purchase price and the Fair Value Price of the Call Shares; (ii) in the event of a Voluntary Resignation (y) as to Call Shares that are Protected Shares (as defined below) on the date of the occurrence of the Call Event, the Fair Value Price of the Call Shares determined as of the date of the occurrence of the Call Event and (z) as to Call Shares that are not Protected Shares on the date of the occurrence of the Call Event, the lesser of the original per share purchase price and the Fair Value Price; and (iii) in the event of a termination of employment due to death, Disability, Retirement or Involuntary Termination, the Fair Value Price of the Call Shares. Twenty percent of each Management Investor’s Management Shares shall become “Protected Shares” on each of the first through fifth anniversaries of the date the Shares are issued, (the “Protected Shares”); provided, however, that the Board of Directors may in its sole discretion, provide that twenty-five percent of certain management Investor’s Management Shares shall become protected Shares on each of the first through the fourth anniversaries of the date such shares are issued. All Management Shares received pursuant to the exercise of Vested Options shall immediately be Protected Shares. In the event of a Change in Control (as defined in the Management Stock Option Plan) all of the Management Investor’s Management Shares will immediately become Protected Shares.
Sample 1
Share Call Price means, as determined on the date of the applicable Call Notice, (i) in the event of a termination of employment, consultancy or directorship for Cause, the lower of the Original Purchase Price and the Fair Value Price of the Call Shares; (ii) in the event of Voluntary Resignation, (a) with respect to Protected Shares (as defined below) on the date of the occurrence of the event giving rise to the Call Right, the Fair Value Price of such Protected Shares and (b) with respect to Call Shares that are not Protected Shares on such date, the lower of the Fair Value Price and the Original Purchase Price of the Call Shares; and (iii) in the event of Involuntary Termination, death, Disability or Retirement, the greater of the Original Purchase Price and the Fair Value Price of the Call Shares (provided that the unpaid principal amount of such Management Investor's Management Note, if any, shall be reduced by an amount equal to the amount, if any, by which the Original Purchase Price exceeds the Fair Value Price of the Call Shares), such calculations to be made on a per Share basis. On each of the first five annual anniversaries of the Closing, 20% of a Management Investors' Shares acquired at the time of Closing (including shares which are subject to and may be purchased pursuant to Incentive Options and Performance Options granted at the time of Closing) will become "Protected Shares." For purposes of this Section 3.2, the term "Option Call Price" of any Call Options to be purchased pursuant to the exercise of the Call Right shall mean the product of the number of Shares issuable upon exercise of the Management Investor's then-vested Call Options times the difference, if positive (if negative such price shall be equal to zero), between (i) the Share Call Price and (ii) the exercise price of each Call Option.
Sample 1

Examples of Share Call Price in a sentence

  • Upon exercise of the Call Option by Arena, the Stockholder shall be obligated to sell the Called Shares to Arena for the Per Share Call Price.

  • Arena shall have the right and option (the "Call Option") to repurchase any or all of the Shares at any time on or before November 1, 2006 for a purchase price of $8.50 per share (the "Per Share Call Price").

  • The Manager may, in its sole discretion, satisfy the Class I Common Share Call Price by payment in cash or by delivering the appropriate number of Class A Common Shares with a market price equal to the Class I Common Share Call Price.

  • If any Call Option is exercised, a closing shall be held on the closing date specified in the relevant notice at _______________________, at which Seller will electronically deliver the requested Seller Option Shares to the account of Buyer as shall have been specified in the relevant notice and the Buyer, or its assigns, will deliver immediately available funds equal to the Share Call Price to an account of Seller furnished to the Buyer and its assigns, as applicable.

  • Upon receipt of an Option Exercise Notice, Grantor covenants and agrees (a) to sell the Common Shares specified in the Option Exercise Notice for the Per Share Call Price and (b) to complete and convey to Optionee an acknowledgment in substantially the form set out in Exhibit B hereto, as promptly as practicable and in any event within two (2) business days after receipt of the Option Exercise Notice.

  • If after the date hereof, and subject to the provisions of Section 5.3, the number of outstanding shares of Company Common Shares is decreased by a consolidation, combination or reclassification of Common Shares or other similar event, then, on the effective date thereof, the number of Seller Option Shares shall be decreased in proportion to such decrease in outstanding shares of Company Common Shares, and the Share Call Price shall be proportionately adjusted.

  • Seller hereby grants the Buyer, or its assigns, the option to require Seller to sell to the Buyer, or its assignees, any or all of the Seller Option Shares at the Share Call Price (the “Call Option”).

  • If after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding shares of Company Common Shares is increased by a stock dividend payable in Common Shares or by a split up of Common Shares or other similar event, then, on the effective day thereof, the number of Seller Option Shares shall be increased in proportion to such increase in outstanding shares, and the Share Call Price shall be proportionately adjusted.

  • At any time and from time to time during the Call Exercise Period, Optionee shall have the right to purchase, and to require Grantor to sell to Optionee, all or any portion of the Common Shares for a price per Common Share equal to the Per Share Call Price (such option, a “Call Option”) by giving written notice to Grantor in the manner required by Section 2.2.

  • In the event of a Change of Control of the Manager, the Manager shall have the right to acquire all Class I Common Shares at the Class I Common Share Call Price.


More Definitions of Share Call Price

Share Call Price means a price equal to 0.0001 per Common Share.
Sample 1
Share Call Price means, as determined on the date of the Call Notice, the Fair Value Price of the Call Shares.
Sample 1
Share Call Price means, as determined on the date of the applicable Call Notice, (i) in the event of a termination of employment, consultancy or directorship for Cause (provided that for purposes of this Section 3.2(a) with respect to Existing Shares or Existing Options "Cause" shall be limited to the commission of a felony or perpetration of a fraud upon Packard), the lower of the Original Purchase Price and the Fair Value Price of the Call Shares; and (ii) in the event of termination of employment for any other reason, the Fair Value Price of such Shares, such calculations to be made on a per Share basis. For purposes of this Section 3.2, the term "Option Call Price" of any Call Options to be purchased pursuant to the exercise of the Call Right shall mean the product of the number of Shares issuable upon exercise of the Management Investor's then-vested Call Options times the difference, if positive (if negative such price shall be equal to zero), between (i) the Share Call Price and (ii) the exercise price of each Call Option.
Sample 1

Related to Share Call Price

  • Call Price If applicable with respect to any Series, as specified in the applicable Supplement.

  • 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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Share Cap has the meaning specified in clause (e) of the definition of Alternative Payment Mechanism.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 67(2) of the 1990 Act);

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Put Price has the meaning set forth in Section 8.05(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • equity share capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.

  • Subscription Price has the meaning set forth in Section 2.1.

  • Common Unit Price has the meaning specified in Section 2.1(b).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Relevant Price or "S(k)" means, in relation to a Fund Interest and any Strategy Calculation Date, the Fund Value per Fund Interest.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Share Consideration has the meaning given to it in Section 2.2;

  • 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)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.