Transaction Share Price definition

Transaction Share Price means the price per Share to be paid or distributed to the Company’s stockholders in the Corporate Transaction or Liquidity Event which, in the case of a Parent Liquidity Event, shall be the amount deemed to be paid to the Company’s stockholders pursuant to the penultimate sentence in Section 8.1. The value of any non-cash consideration paid or distributed in the Corporate Transaction or Liquidity Event shall be determined by the Committee.

Transaction Share Price means (i) for purposes of calculating a payment under clause (A) or (B) of Paragraph 2 of the letter agreement, $43.45 and (ii) for purposes of calculating a payment under clause (C), (D) or (E) of Paragraph 2 of the letter agreement, $54.12 (i.e., the per share value of the Class A and Class B Common Stock prior to the increase in the capitalization of the Company in connection with the Transaction).

Transaction Share Price means the Preferred Share Price or the Ordinary Share Price, according to the class of the Purchased Shares to be purchased pursuant to Section 2.2 hereof.

Examples of Transaction Share Price in a sentence

• If the Transaction Share Price falls between either of the above thresholds, straight-line interpolation shall be applied to determine how much of the Rollover Award will vest and become non-forfeitable.

• The number of Earnout Shares to be issued for any Calculation Period shall be determined by dividing the amount of the Earnout Payment for such Calculation Period to be paid in Earnout Shares by the Transaction Share Price determined for the period consisting of the ten (10) consecutive trading days ending on the Business Day prior to the date of payment.

• If all objectives of such Incentive Stock Grant Share are achieved so that there is no longer a risk of forfeiture on or prior to the end of such performance period, the Company shall cancel such Incentive Stock Grant Share in exchange for a cash payment equal to the product of the number of Incentive Stock Grant Shares so canceled, and the Transaction Share Price.

• If the Change in Control occurred on or after the first anniversary but prior to the second anniversary of the Grant Date and the Transaction Share Price equaled the First Threshold, then 1/3 of the Rollover Award shall vest and become non-forfeitable, and if the Transaction Share Price equaled or exceeded the Second Threshold, then 100% of the Rollover Award shall vest and become non-forfeitable.

• The implementation of the ESOP will not be conditional upon the implementation of the MTN BEE Transaction and Eligible MTN ESOP Employees will be issued the ESOP Shares, directly, and not through BIC.Based on current employee figures available, the indicative number of MTN Shares that will be issued pursuant to the ESOP is 1,417,600 MTN Shares, which equates to a value of R152 million based on the Transaction Share Price.

More Definitions of Transaction Share Price

Transaction Share Price has the meaning set forth in Section 2.1(c).

Transaction Share Price means (i) for purposes of calculating a payment in respect of shares of Class A or Class B Common Stock subject to Stock Awards or Stock Options that are forfeited or terminated prior to the Acquisition Effective Date, $54.12 and (ii) for purposes of calculating a payment in respect of shares of Class A or Class B Common Stock subject to Stock Awards, Stock Options or Incentive Stock Grants that, in any such case, are cancelled pursuant to this Section 4.04 on or after the Acquisition Effective Date, $43.42 (i.e., the per share value of the Class A and Class B Common Stock after the increase in the capitalization of Employer in connection with the Transaction). Subject to Section 13.10, such payment shall be made to Employee in five installments, with the first such installment payable as soon as reasonably practicable, but no more than 10 business days, after the Acquisition Effective Date and equal to the greater of (i) 20% of the full amount of such payment and (ii) the aggregate income taxes payable by Employee with respect to the accelerated vesting of the Stock Award pursuant to this Section 4.04(c). Subject to Section 13.10, the balance of the amount payable to Employee pursuant to this Section 4.04(c) shall be paid in four equal installments, with interest at an annual rate of 12%, on each of the first four anniversaries of the Acquisition Effective Date. Annex H hereto sets forth an example of the calculations under this Section 4.04(c).

Transaction Share Price has the meaning attributed to that term in Section 2.3(4).

Transaction Share Price means the weighted average of the closing prices of the Respironics Common Stock as reported on the National Market System ("NMS") of the National Association of Securities Dealers, Inc. ("NASD") for a period consisting of 20 consecutive trading days ending on the third trading day prior to the Closing Date, in each case as reported in The Wall Street Journal; provided, that if such weighted average ----------------------- -------- closing sales price is less than $26.03 per share of Respironics Common Stock, then the Transaction Share Price shall be $26.03 per share; and, provided -------- further, that if such weighted average closing sales price is greater than ------- $31.03 per share of Respironics Common Stock, then the Transaction Share Price shall be $31.03.

Transaction Share Price means the consideration (on a per Share basis) that holders of the Company’s common stock receive in connection with the Change in Control in which the Company is not the surviving entity.Page 3 of 7

Transaction Share Price means, as applicable, (i) in connection with a Financing, the per share price in the applicable Financing determined by dividing the pre-money valuation of the Company by the number of shares of Common Stock outstanding on a fully-diluted and as converted basis immediately prior to the applicable Financing (excluding for this purpose potential “Future RSUs” that have not yet been granted to Founder and other founding members of the Company, but including any such “Future RSUs” that may be granted to Founder and other founding members of the Company in the applicable Financing, even if such Future RSUs are Waived RSUs); (ii) in connection with a Public Offering, the midpoint of the price range first set forth in the prospectus for such Public Offering; or (iii) in connection with a Change in Control, the price of a share of Common Stock implied by the consideration that is reasonably expected to be paid to holders of Common Stock in such Change in Control with any contingent consideration payable in such Change in Control valued in good faith by the Board.

Transaction Share Price for a date shall equal the daily volume weighted average closing price of the Parent Common Stock on the Exchange for a period consisting of the ten (10) consecutive trading days ending on and inclusive of the trading day prior to such date, based on a trading day from 9:30 a.m. to 4:00 p.m., Eastern time and as reported by Bloomberg Financial LP. The Closing Payment Shares shall be issued in accordance with the rules of the Exchange and as follows: