Change in Control Price. For purposes of this Section 8, "Change in Control Price" shall be, as determined by the Board, (i) the highest Fair Market Value of a Share within the 60-day period immediately preceding the date of determination of the Change in Control Price by the Board (the "60--Day Period"), or (ii) the highest price paid or offered per Share, as determined by the Board, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at any time within the 60-Day Period, or (iii) such lower price as the Board, in its discretion, determines to be a reasonable estimate of the fair market value of a Share.
Change in Control Price. For the purposes of this Section 9, "Change in Control Price" means the highest price per share paid in any transaction reported on the principal United States securities exchange, the NASDAQ National Market System or other principal market on which the Stock is traded, or paid or offered in any bona fide transaction related to a Change in Control of the Company, at the time during the preceding sixty-day period as determined by the Committee, except that, in the case of Incentive Options and SARs relating to Incentive Stock Options, such price shall be based only on transactions reported for the date as of which the Committee decides to cashout such options.
Change in Control Price the price per share of Common Stock paid in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash). Code: the Internal Revenue Code of 1986, as amended. Committee: the Compensation Committee of the Board or, if there shall not be any committee then serving, the Board.
Change in Control Price. Notwithstanding the foregoing, in the case of a Put Right triggered by a transaction that will result in a Change in Control pursuant to which consideration would be payable in such transaction with respect to such class of securities, the Put Right Purchase Price shall be equal to the greater of:
(A) with respect to the Existing Put Securities, the Existing Put Securities Minimum Purchase Price, and, with respect to the Future Put Securities, the Future Put Securities Minimum Purchase Price; and
(B) with respect to all Put Securities, (x) the per share or unit purchase price payable in such transaction with respect to such class of securities multiplied by the aggregate number of Put Securities of such class (with respect to each such class, the “Change in Control Price”) unless Purchaser requests a determination of Fair Market Value for purposes of calculating the amount that would be payable with respect to Put Securities of such class, which request shall be made in writing along with the Put Right Exercise Notice, in which case the Put Right Purchase Price shall be equal to (y) the Fair Market Value of the Put Securities of such class as of the date of the exercise of the Put Right multiplied by the aggregate number of Put Securities of such class; provided that, the Fair Market Value amount so determined with respect to such securities shall not be less than the Change in Control Price. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. In the event that the Put Securities include Purchaser Securities denominated in dollars rather than shares or units, then the amount determined pursuant to clause (iii)(B)(x) above shall be the aggregate dollar amount proposed to be paid in the Change of Control transaction for such Put Securities, and the amount determined pursuant to clause (iii)(B)(y) above shall be the product of the percentage of the face amount of such Put Securities (which percentage may be greater than, equal to or less than 100% to reflect any premium or discount to such face amount), determined to be the Fair Market Value with respect to such Put Securities multiplied by the aggregate principal amount of such Put Securities.
Change in Control Price. For purposes of the Plan, “Change in Control Price” means the higher of (a) the highest reported sales price of a share of Common Stock in any transaction reported on the principal exchange on which such shares are listed or on NASDAQ during the 60-day period prior to and including the date of a Change in Control or (b) if the Change in Control is the result of a tender or exchange officer merger, consolidation, liquidation or sale of all or substantially all of the assets of the Company (in each case a “Corporate Transaction”), the highest price per share of Common Stock paid in such Corporate Transaction, except that, in the case of Incentive Stock Options, such price shall be based only on the Fair Market Value of the Common Stock on the date any such Incentive Stock Option is exercised. To the extent that the consideration paid in any such Corporate Transaction consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Committee.
Change in Control Price. For purposes of this Section 6, “Change in Control Price” means the closing price of a share of the Common Stock on the principal United States exchange on which Common Stock trades on the last trading day occurring immediately prior to the date of the Change in Control.
Change in Control Price. For purposes of this Section 9, "Change in Control Price" shall be, as determined by the Board of Directors of the Company; (i) the highest fair market value of a Share within the 60-day period immediately preceding the date of determination of the Change in Control Price by the Board of Directors of the Company (the "60-Day Period"), (ii) the highest price paid or offered per Share, as determined by the Board of Directors of the Company, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at any time within the 60-Day Period, or (iii) such lower price as the Board of Directors of the Company, in its discretion, determines to be a reasonable estimate of the fair market value of a Share.
Change in Control Price. Change in Control Price" means the greater of (i) the highest sale price for the Company Shares as traded on the New York Stock Exchange for the date of the Change in Control (of, if the Company Shares are not traded on such date, on the next preceding date on which the Company Shares were traded) or (ii) the total market value of the highest amount of consideration to be received for each Company Share by any shareholder of the Company in connection with the Change in Control.
Change in Control Price. Change in Control Price means the higher of (i) the mean of the high and low trading prices for the Corporation’s Common Stock on the Stock Exchange on the date of determination of the Change in Control or (ii) the higher price per share actually paid for the Common Stock in connection with the Change in Control of the Corporation.
Change in Control Price. For purposes of this Section 8, "Change in Control Price" means the highest price per share paid in any transaction 5 6 reported on the Nasdaq National Market or such other exchange or market as is the principal trading market for the Common Stock, or paid or offered in any bona fide transaction related to a Potential or actual Change in Control of the Company at any time during the 60-day period immediately preceding the occurrence of the Change in Control (or, where applicable, the occurrence of the Potential Change in Control event), in each case as determined by the Board or, where applicable, the date on which a cash out occurs under Section 8(a)(ii).
