Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option. (b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share. (c) The Section 6 (a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price. (d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share. (e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share. (f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date (g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 2 contracts
Samples: Management Stockholder's Agreement (Kindercare Learning Centers Inc /De), Management Stockholder's Agreement (Kindercare Learning Centers Inc /De)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to the Purchase Stock, the Initial Option and any Stock acquired upon exercise of the Initial Option, the "Base Price" shall be the Per Share Purchase Price. With respect to any other Option and any Stock acquired upon exercise of any other Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such other Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 2 contracts
Samples: Management Stockholder's Agreement (Kindercare Learning Centers Inc /De), Management Stockholder's Agreement (Kindercare Learning Centers Inc /De)
Determination of Repurchase Price. (a) The Section 5 5(a) Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b6(c) Repurchase Price and the Section 6(c6(d) Repurchase Price are herein hereinafter collectively referred to as the "“Repurchase Price." ”. The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "“Repurchase Calculation Date") or (ii) ”); provided, however, for the Market Price Per Share (as defined in Section 7(i)) as purpose of the later calculation of (xthe Section 5(a) Repurchase Price, the effective date Repurchase Calculation Date shall be the last day of the month preceding the month in which the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateis served. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserEmployee Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a5(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Fair Market Value Per Share from the applicable Commencement Date through (as defined in Section 7(g)) as of the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(dc) The Section 6(b6(a) Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the Base Price minus any decrease in and (ii) the Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date (but shall not be less than zero).
(ed) The Section 6(c) Repurchase Price shall be a per share Repurchase Price (i) with respect to all Stock other than Option Stock, equal to the Fair Market Value Per Share and (xii) prior with respect to Option Stock, (A) in the event that a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors Section 6(c) Call Event described in good faith Section 6(i) or (yii) has occurred, equal to the Book Value Per Share (or, after a Public Offering, the Market Price Per Share.
) and (fB) For purposes in the event that a Section 6(c) Call Event described in Section 6(c) (iii) has occurred equal to the lesser of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(gx) For purposes of this Agreement, "Book Fair Market Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.Share and (y)
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Bristol West Holdings Inc)
Determination of Repurchase Price. [NO LONGER APPLICABLE]
(a) The Section 5 Repurchase Price, the Section 6(a5(a) Repurchase Price, the Section 6(b6(a) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "“Repurchase Price." ” The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(j)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "“Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i”)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserManagement Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a5(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation DatePrice, provided that if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date(as defined in Section 7(h)) (or, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if ) as of the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share Repurchase Calculation Date is greater than the Base Price, then the Section 5(a) Repurchase Price shall be equal to the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price.
(c) [Intentionally omitted]
(d) The Section 6(b6(a) Repurchase Price shall be a per share Repurchase Price equal to the least of (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (yi) after a Public Offering, the Market Price Per Share, (ii) if the Book Value Per Share as of the Repurchase Calculation Date is less than the Base Price, the Base Price less the amount by which the Base Price exceeds Book Value Per Share as of the Repurchase Calculation Date (but shall not be less than zero), and (iii) if the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price, the Base Price plus (x) the Percentage (as defined below) multiplied by (y) the amount by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to the Base Price, provided (x) prior to a Public Offeringif the Book Value Per Share (or, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is less than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price less the amount by which the Base Price exceeds Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date, and (y) if the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is greater than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price, as the case may be.
(f) For purposes of this Agreement the "Unrestricted Percentage" following definitions shall be determined as followsapply: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" “Cause” shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in (i) the Board of Directors' discretion, any extraordinary Management Stockholder’s willful and continued failure to perform Management Stockholder’s duties with respect to the Company or unusual charges or credits such as one time write-offs of goodwill or similar events.its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Amphenol Corp /De/)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price $12 plus the increaseamount, if any, in by which the Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after exceeds $12. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to $12 plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $12.
(ic) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (i) the Book Value Per Share or (ii) $12 plus (x) prior to the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds $12. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Market Price Per Share or (yii) after a Public Offering$12 plus (a) the Percentage multiplied by (b) the amount, if any, by which the Market Price Per Share.
(f) For purposes Share as of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreementexceeds $12; provided, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excludinghowever, that in the Board event of Directors' discretionPurchaser's termination without Cause by the Company (and/or, any extraordinary if applicable, its subsidiaries) or unusual charges or credits such as one time writewith Good Reason by the Purchaser, the Section 6 Repurchase Price shall be Commission File No. 0-offs of goodwill or similar events.6544
Appears in 1 contract
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, Price and the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(g)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price $19 and (y) the Base Price $19 plus the increase, if any, in Book Value Per Share (as defined in Section 7(g7(e)) from the applicable Commencement Purchase Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Datecase of Side-by-Side Equity, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price $19 minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Purchase Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
Share and (eii) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to in the case of Promote Equity, (x) prior to a Public Offering, (A) $19 less the fair market value per share decrease in Book Value Per Share from the Purchase Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (B) $19 plus the product of Common Stock (I) the Unrestricted Percentage (as determined by defined below) and (II) the Company's Board of Directors increase in good faith the Book Value Per Share from the Purchase Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (C) $19, if such Book Value Per Share has neither decreased nor increased and (y) after a Public Offering, (A) the Market Price Per Share, if the Market Price Per Share is $19 or less or (B) $19 plus the product of (I) the Unrestricted Percentage and (II) the Market Price Per Share less $19, if the Market Price Per Share is greater than $19.
(fd) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.The Section 6
Appears in 1 contract
Samples: Stockholder's Agreement (Kindercare Learning Centers Inc /De)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, Price and the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(h)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement disability or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public OfferingOffering (as defined below), the greater of (x) the Base Price and (y) the Base Price $12.11 plus the increase, if any, in Book Value Per Share (as defined in Section 7(g7(f)) from the applicable Commencement Purchase Date through the Repurchase Calculation Date or (ii) after a Public Offering, $12.11 plus the amount, if any, by which the Market Price Per ShareShare as of the Repurchase Calculation Date exceeds $12.11.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the lesser of (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, and (y) the Base Price $12.11 plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Purchase Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, the lesser of (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or and (y) the Base Price $12.11 plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Priceamount, if any, by which the Market Price Per Share is greater than as of the Base PriceRepurchase Calculation Date exceeds $12.11.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through Purchase Date through and including the first anniversary of the Purchase Date 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Purchase Date through and including the second anniversary of the applicable Commencement Purchase Date 20% After the second anniversary of the applicable 40% Commencement Purchase Date through and including the third anniversary of the applicable Commencement Purchase Date 40% After the third anniversary of the applicable 60% Commencement Purchase Date through and including the fourth anniversary of the applicable Commencement Purchase Date 60% After the fourth anniversary of the applicable 80% Commencement Purchase Date through and including the fifth anniversary of the applicable Commencement Purchase Date 80% After the fifth anniversary of the applicable Purchase Date 100% Commencement Date%
(gf) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based be the quotient of (a)(i) $359,839,700 million plus (ii) the aggregate net income of the Company from and after June 29, 1997 (as decreased by any net losses from and after June 29, 1997 plus (iii) the aggregate dollar amount contributed to the Company after June 29, 1997 as equity by the shareholders of the Company (including consideration to be received upon exercise of the Options and other stock equivalents), (iv) plus, to the extent reflected as deductions to Book Value Per Share in clause (ii) above, or minus, to the extent reflected as additions to Book Value Per Share in clause (ii) above, unusual noncash items recognized by the Company, if and to the extent determined in the sole discretion of the Compensation Committee of the Board of Directors of the Company, minus (v) the aggregate dollar amount of any dividends paid by the Company on and after June 29, 1997 divided by (b) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock. The calculations set forth in clauses (a)(ii), (a)(iii), (a)(iv) and (a)(v) of the immediately preceding sentence shall be determined in accordance with generally accepted accounting principles consistently applied excluding, on a basis consistent with any prior periods as reflected in the Board consolidated financial statements of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar eventsthe Company.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Randalls Food Markets Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and audited financial statements, if available, or the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month fiscal quarter preceding the later of (xi) the month fiscal quarter in which the event giving rise to the repurchase occurs and (yii) the month fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price $____ plus the increaseamount, if any, in by which the Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after exceeds $_____. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to $_____ plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $____.
(ic) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (i) the Book Value Per Share (as defined in paragraph (d) below) or (ii) $_____ plus (x) prior to the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds $____. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Market Price Per Share or (yii) after a Public Offering$____ plus (a) the Percentage multiplied by (b) the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $____; provided, however, that in the event of Purchaser's termination without Cause by the Company (and/or, if applicable, its subsidiaries) or with Good Reason by the Purchaser, the Section 6 Repurchase Price shall be the Book Value Per Share or Market Price Per Share.
(f) , as the case may be. For purposes of this Agreement the following definitions shall apply: "Unrestricted Cause" shall mean (i) the Purchaser's willful and continued failure to perform Purchaser's duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Purchaser by the Company or (ii) misconduct by Purchaser involving (x) dishonesty or breach of trust in connection with Purchaser's employment which is reasonably likely to be injurious to the Company or (y) conduct which would be a reasonable basis for an indictment of Purchaser for a felony or for a misdemeanor involving moral turpitude; and "Good Reason" shall mean (i) a material reduction in Purchaser's base salary or (ii) a substantial reduction in Purchaser's duties and responsibilities other than as approved by the Chief Executive Officer or President of the Company. The "Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through Purchase Date through and including the first anniversary of the 0% applicable Commencement Purchase Date After the first anniversary of the applicable 20% Commencement Purchase Date through and 20% including the second anniversary of the applicable Commencement Purchase Date After the second anniversary of the applicable 40% Commencement Purchase Date through and 40% including the third anniversary of the applicable Commencement Purchase Date After the third anniversary of the applicable 60% Commencement Purchase Date through and 60% including the fourth anniversary of the applicable Commencement Purchase Date After the fourth anniversary of the applicable 80% Commencement Purchase Date through and 80% including the fifth anniversary of the applicable Commencement Purchase Date After the fifth anniversary of the applicable Purchase Date 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.%
Appears in 1 contract
Samples: Management Stockholder's Agreement (Spalding Holdings Corp)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein collectively each hereinafter referred to as the "Repurchase Price.," The as applicable the Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the "Repurchase Calculation Date" which shall be the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateoccurs. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the Transfer, death, permanent disabilityPermanent Disability, retirement Permitted Retirement or other termination of employmentemployment or other event, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (xi) the Base Initial Price Per Share and (yii) the Base Price plus the increase, if any, in Adjusted Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after Date. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Initial Price Per Share is less than or equal to the Base Price or and (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less (as defined in Section 7(f)) as of the Base Price, if the Market Price Per Share is greater than the Base PriceRepurchase Calculation Date.
(dc) The Prior to a Public Offering, the Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to the Adjusted Book Value Per Share and (ii) the sum of (A) the Initial Price Per Share and (B) the product of (1) the "Percentage" (as defined below) and (2) the amount, if any, by which the Adjusted Book Value Per Share as of the Repurchase Calculation Date exceeds the Initial Price Per Share. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (x) prior to a Public Offering, Market Value Per Share as of the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Repurchase Calculation Date or (y) after a Public Offeringthe sum of (A) the Initial Price Per Share and (B) the product of (1) the Percentage and (2) the amount, if any, by which the Market Value Per Share as of the Repurchase Calculation Date exceeds the Initial Price Per Share.
(f) For purposes of this Agreement the . The "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including Prior to the first anniversary of the 0% applicable Commencement Purchase Date After - 0 - On and after the first anniversary of the applicable 20% Commencement Purchase Date through and including prior to the second anniversary of the applicable Commencement Purchase Date After 20% On and after the second anniversary of the applicable 40% Commencement Purchase Date through and including prior to the third anniversary of the applicable Commencement Purchase Date After 40% On and after the third anniversary of the applicable 60% Commencement Purchase Date through and including prior to the fourth anniversary of the applicable Commencement Purchase Date After 60% On and after the fourth anniversary of the applicable 80% Commencement Purchase Date through and including prior to the fifth anniversary of the applicable Commencement Purchase Date After 80% On and after the fifth anniversary of the applicable Purchase Date 100% Commencement Date%
(gd) For purposes of this Agreement, Adjusted Book Value Per Share as of any date of determination shall equal the sum of (i) the Initial Price Per Share and (ii) the Book Value Per Share as of the date of determination minus the Book Value Per Share as of the Purchase Date. "Book Value Per Share" as of any date of determination shall mean book value per share based on equal the result of (x) the sum of (A) the stockholders' equity of the Company, excluding amounts attributable to shares of the Company's capital stock other than its Common Stock; the amount of any asset reversion resulting from the termination of any pension plan of the Company or any of its Subsidiaries; and excluding the effect of any decrease after the Purchase Date in the valuation allowance recognized at the Purchase Date related to deferred tax assets arising as a result of the "Recapitalization" (as defined below), all as determined in accordance with generally accepted accounting principles consistently applied excludingon a basis consistent with any prior periods, in and (B) the Board aggregate exercise prices of Directorsall outstanding stock options and other rights to acquire common stock of the Company and the aggregate conversion prices of all securities convertible into shares of Common Stock, divided by (y) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock. For purposes of this Agreement, Book Value Per Share as of the Purchase Date will be based on the stockholders' discretionequity of the Company immediately after giving effect to purchase of Common Stock by Acquisition as of January 21, any extraordinary 1998, the redemption of Common Stock held by Xxxxxx Dodge Corporation, the incurrence of related transaction fees and expenses, and the recognition of net deferred tax assets or unusual charges or credits such as one time write-offs of goodwill or similar eventsliabilities related thereto (the "Recapitalization").
Appears in 1 contract
Determination of Repurchase Price. (a) The Section 5 5(a) Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b6(c) Repurchase Price and the Section 6(c6(d) Repurchase Price are herein hereinafter collectively referred to as the "“Repurchase Price." ”. The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "“Repurchase Calculation Date") or (ii) ”); provided, however, for the Market Price Per Share (as defined in Section 7(i)) as purpose of the later calculation of (xthe Section 5(a) Repurchase Price, the effective date Repurchase Calculation Date shall be the last day of the month preceding the month in which the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateis served. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserEmployee Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a5(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Fair Market Value Per Share from the applicable Commencement Date through (as defined in Section 7(g)) as of the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(dc) The Section 6(b6(a) Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the Base Price minus any decrease in and (ii) the Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date (but shall not be less than zero).
(ed) The Section 6(c) Repurchase Price shall be a per share Repurchase Price (i) with respect to all Stock other than Option Stock, equal to the Fair Market Value Per Share and (xii) prior with respect to Option Stock, (A) in the event that a Public OfferingSection 6(c) Call Event described in Section 6(ii) has occurred, equal to the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or Book Value Per Share (y) or, after a Public Offering, the Market Price Per Share) and (B) in the event that a Section 6(c) Call Event described in Section 6(c)(i) or (iii) has occurred, equal to the Fair Market Value Per Share.
(fe) For purposes of this Agreement the "Unrestricted Percentage" The Section 6(d) Repurchase Price shall be determined as follows: a per share Repurchase Calculation Date Price (i) with respect to all Stock other than Option Stock, (A) prior to a Public Offering, equal to the lesser of (x) Fair Market Value Per Share and (y) the Base Price plus (1) the Applicable Percentage --------------------------- ---------- Through multiplied by (2) the excess, if any, of Fair Market Value Per Share over the Base Price and including (B) after a Public Offering, equal to Market Price Per Share and (ii) with respect to all Option Stock, equal to the lesser of (x) the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) and (y) the Base Price plus (1) the Applicable Percentage multiplied by (2) the excess, if any, of Book Value Per Share over the Base Price. The “Applicable Percentage” shall mean zero prior to the first anniversary of the 0% applicable Commencement Date After Effective Date, twenty-five percent (25%) during the period commencing on the first anniversary of the applicable 20% Commencement Date through and including Effective Date, fifty percent (50%) during the period commencing the second anniversary of Effective Date, seventy-five percent (75%) during the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including period commencing on the third anniversary of the applicable Commencement Effective Date After the third anniversary of the applicable 60% Commencement Date through and including on and after the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable Effective Date, 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events%.
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Bristol West Holdings Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "“Repurchase Price." ” The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the event giving rise to the repurchase shall be deemed to be the Transfer, death, permanent disability, retirement or termination of employment, or other event, as the case may be, of be (the Purchaser“Repurchase Event”), not the giving of any notice required pursuant to Section 5 or Section 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The “Repurchase Calculation Date” shall be the last day of the month preceding the later of (A) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date occurs; provided, however, that in the event of a Repurchase Event arising under Section 5 as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.
(c) Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be Fair Market Value (as defined in Section 7(k)) as of the Repurchase Calculation Date. After a Public Offering, the Section 5 Repurchase Price shall be the Market Price Per Share (as defined in Section 7(j)) as of the Repurchase Calculation Date.
(d) In the event of Purchaser’s termination without Cause by the Company (and/or, if applicable, its Subsidiaries or Affiliates), or resignation with Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price for Shares, shall be either (A) Fair Market Value if the Repurchase Calculation Date is prior to a Public Offering or (B) Market Price Per Share if the Repurchase Calculation Date is after a Public Offering (Fair Market Value and Market Price Per Share, as applicable, the “Market Value”); provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”) on short term obligations.
(e) In the event of the Purchaser’s resignation without Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price shall be Market Value with respect to any Co-Investment shares or Shares acquired upon exercise of Rollover Options; provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Code on short term obligations. With respect to any other Shares, the Section 6 Repurchase Price shall be (i) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Purchase Date (such difference being the “Book Value Decrease”), the lesser of (x) the Market Value or (y) the Initial Price Per Share or (ii) if the Book Value Per Share on the Repurchase Calculation Date is greater than the Book Value Per Share on the Purchase Date the Section 6 Repurchase Price shall be the lesser of (A) the Market Value, and (B) the Initial Price Per Share, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Purchase Date.
(f) In the event of the Purchaser’s termination by the Company (and/or, if applicable, its Subsidiaries or Affiliates) for Cause or an event described in Section 6(a)(i)(B), (C) or (D), the Section 6 Repurchase Price shall be a per share Repurchase Price equal to the least of (i) prior to a Public OfferingMarket Value, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Initial Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (yiii) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Initial Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus amount of any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per ShareDecrease.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" Agreement the following definitions shall apply: “Cause” shall mean book value per share based on generally accepted accounting principles consistently applied excluding, (i) the Purchaser’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of any Subsidiary by which the Purchaser is employed; or (ii) the engaging by the Purchaser in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Purchaser shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Company’s Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 1 contract
Samples: Management Shareholders Agreement
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein collectively each hereinafter referred to as the "Repurchase Price.," The as applicable the Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the "Repurchase Calculation Date" which shall be the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateoccurs. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the Transfer, death, permanent disabilityPermanent Disability, retirement Permitted Retirement or other termination of employmentemployment or other event, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (xi) the Base Initial Price Per Share and (yii) the Base Price plus the increase, if any, in Adjusted Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after Date. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Initial Price Per Share is less than or equal to the Base Price or and (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less (as defined in Section 7(f)) as of the Base Price, if the Market Price Per Share is greater than the Base PriceRepurchase Calculation Date.
(dc) The Prior to a Public Offering, the Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to the Adjusted Book Value Per Share and (ii) the sum of (A) the Initial Price Per Share and (B) the product of (1) the "Percentage" (as defined below) and (2) the amount, if any, by which the Adjusted Book Value Per Share as of the Repurchase Calculation Date exceeds the Initial Price Per Share. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (x) prior to a Public Offering, Market Value Per Share as of the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Repurchase Calculation Date or (y) after a Public Offeringthe sum of (A) the Initial Price Per Share and (B) the product of (1) the Percentage and (2) the amount, if any, by which the Market Value Per Share as of the Repurchase Calculation Date exceeds the Initial Price Per Share.
(f) For purposes of this Agreement the . The "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including Prior to the first anniversary of the 0% applicable Commencement Purchase Date After - 0 - On and after the first anniversary of the applicable 20% Commencement Purchase Date through and including prior to the second anniversary of the applicable Commencement Purchase Date After 20% On and after the second anniversary of the applicable 40% Commencement Purchase Date through and including prior to the third anniversary of the applicable Commencement Purchase Date After 40% On and after the third anniversary of the applicable 60% Commencement Purchase Date through and including prior to the fourth anniversary of the applicable Commencement Purchase Date After 60% On and after the fourth anniversary of the applicable 80% Commencement Purchase Date through and including prior to the fifth anniversary of the applicable Commencement Purchase Date After 80% On and after the fifth anniversary of the applicable Purchase Date 100% Commencement Date%
(gd) For purposes of this Agreement, Adjusted Book Value Per Share as of any date of determination shall equal the sum of (i) the Initial Price Per Share and (ii) the Book Value Per Share as of the date of determination minus the Book Value Per Share as of the Purchase Date. "Book Value Per Share" as of any date of determination shall mean book value per share based on equal the result of (x) the sum of (A) the stockholders' equity of the Company, excluding amounts attributable to shares of the Company's capital stock other than its Common Stock; the amount of any asset reversion resulting from the termination of any pension plan of the Company or any of its Subsidiaries; and excluding the effect of (1) any extraordinary or unusual items recognized by the Company, if and to the extent determined in the sole discretion of the Compensation Committee of the Board of Directors of the Company, and (2) any decrease after the Purchase Date in the valuation allowance recognized at the Purchase Date related to deferred tax assets arising as a result of the "Recapitalization" (as defined below), all as determined in accordance with generally accepted accounting principles consistently applied excludingon a basis consistent with any prior periods, in and (B) the Board aggregate exercise prices of Directorsall outstanding stock options and other rights to acquire common stock of the Company and the aggregate conversion prices of all securities convertible into shares of Common Stock, divided by (y) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock. For purposes of this Agreement, Book Value Per Share as of the Purchase Date will be based on the stockholders' discretionequity of the Company immediately after giving effect to purchase of Common Stock by Acquisition as of January 21, any extraordinary 1998, the redemption of Common Stock held by Xxxxxx Dodge Corporation, the incurrence of related transaction fees and expenses, and the recognition of net deferred tax assets or unusual charges or credits such as one time write-offs of goodwill or similar eventsliabilities related thereto (the "Recapitalization").
Appears in 1 contract
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and audited financial statements, if available, or the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month fiscal quarter preceding the later of (xi) the month fiscal quarter in which the event giving rise to the repurchase occurs and (yii) the month fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price $5.00 plus the increaseamount, if any, in by which the Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after exceeds $5.00. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to $5.00 plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $5.00.
(ic) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share (as defined in paragraph (d) below) or (ii) $5.00 plus any increase in (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share from the applicable Commencement Date through as of the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Evenflo Co Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a5(a) Repurchase Price, the Section 6(b6(a) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(j)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserManagement Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 5
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) Price, provided that if the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g7(h)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is greater than the Base Price, then the Section 5(a) Repurchase Price shall be equal to the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price.
(c) [Intentionally omitted]
(d) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to the least of (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share, (ii) if the Book Value Per Share as of the Repurchase Calculation Date is less than the Base Price, the Base Price less the amount by which the Base Price exceeds Book Value Per Share as of the Repurchase Calculation Date (but shall not be less than zero), and (iii) if the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price, the Base Price plus (x) the Percentage (as defined below) multiplied by (y) the amount by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to the Base Price, provided (x) prior to a Public Offeringif the Book Value Per Share (or, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is less than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price less the amount by which the Base Price exceeds Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date, and (y) if the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is greater than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price, as the case may be.
(f) For purposes of this Agreement the following definitions shall apply: "Unrestricted PercentageCause" shall mean (i) the Management Stockholder's willful and continued failure to perform Management Stockholder's duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Management Stockholder by the Company or (ii) misconduct by Management Stockholder involving (x) dishonesty or breach of trust in connection with Management Stockholder's employment or (y) conduct which would be determined a reasonable basis for an indictment of Management Stockholder for a felony or for a misdemeanor involving moral turpitude or (z) which results in a demonstrable injury to the Company; and "Good Reason" shall mean (i) a reduction in Management Stockholder's base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Management Stockholder's duties and responsibilities other than as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including approved by the first anniversary Chief Executive Officer of the 0% applicable Commencement Date After the first anniversary Company as of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes date of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, (iii) the elimination or reduction of the Management Stockholder's eligibility to participate in the Board Company's benefit programs that is inconsistent with the eligibility of Directors' discretionsimilarly situated employees of the Company to participate therein, any extraordinary or unusual charges or credits such (iv) a transfer of the Management Stockholder's primary workplace by more than fifty (50) miles from the workplace as one time write-offs of goodwill or similar eventsthe date hereof.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Amphenol Corp /De/)
Determination of Repurchase Price. (a) The Section 5 5(a) Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b6(c) Repurchase Price and the Section 6(c6(d) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." ". The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) ); provided, however, for the Market Price Per Share (as defined in Section 7(i)) as purpose of the later calculation of (xthe Section 5(a) Repurchase Price, the effective date Repurchase Calculation Date shall be the last day of the month preceding the month in which the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateis served. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserEmployee Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a5(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Fair Market Value Per Share from the applicable Commencement Date through (as defined in Section 7(g)) as of the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(dc) The Section 6(b6(a) Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the Base Price minus any decrease in and (ii) the Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date (but shall not be less than zero).
(ed) The Section 6(c) Repurchase Price shall be a per share Repurchase Price (i) with respect to all Stock other than Option Stock, equal to the Fair Market Value Per Share and (xii) prior with respect to Option Stock, (A) in the event that a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors Section 6(c) Call Event described in good faith Section 6(i) or (yii) has occurred, equal to the Book Value Per Share (or, after a Public Offering, the Market Price Per Share.
) and (fB) For purposes in the event that a Section 6(c) Call Event described in Section 6(c) (iii) has occurred equal to the lesser of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(gx) For purposes of this Agreement, "Book Fair Market Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.Share and (y)
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Bristol West Holdings Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b6(d) Repurchase Price and the Section 6(c6(e) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on as of the basis of date (the "Repurchase Calculation Date") that is: (i) in the Base Price (as defined below) and case of a repurchase at the unaudited financial statements Section 5 Repurchase Price, the date of the Company as event giving rise to such repurchase and (ii) in the case of a repurchase at the Section 6(d) Repurchase Price or the Section 6(e) Repurchase Price, the last day of the month preceding the later date of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Datesuch repurchase. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserManagement Stockholder, and not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater fair market value per share of (x) the Base Price Common Stock, as determined in good faith by the Board of Directors of the Company after consultation with an independent investment banking or valuation firm and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a6(d) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base lesser of the Section 5 Repurchase Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b6(e) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the lesser of the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from and the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.5
Appears in 1 contract
Samples: Management Stockholder's Agreement (Regal Cinemas Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to the Purchase Stock, the Initial Option and any Stock acquired upon exercise of the Initial Option, the "Base Price" shall be the Per Share Purchase Price. With respect to the New Option and any Stock acquired upon exercise of the New Option, the "Base Price" shall be the New Option Price. With respect to any other Option and any Stock acquired upon exercise of any other Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such other Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary 0% of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Kindercare Learning Centers Inc /De)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, Price and the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(g)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price $19 and (y) the Base Price $19 plus the increase, if any, in Book Value Per Share (as defined in Section 7(g7(e)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price $19 less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price $19 plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price$19, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is $19 or less than or equal to the Base Price or (y) the Base Price $19 plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price$19, if the Market Price Per Share is greater than the Base Price$19.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price $19 minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through Purchase Date through and including the 0% first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(gf) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding accounting charges, costs and expenses incurred within 12 months after the Closing related to (i) the separation or severance of headquarters' personnel, (ii) recruiting and hiring, (iii) the Merger and (iv) the restructuring of the Company, including all costs related to the moving of the headquarters of the Company to Portland, Oregon and the closing of the Company's former headquarters in Montgomery, Alabama, and also excluding, in the Board of Directors' Directors discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.
Appears in 1 contract
Samples: Stockholder's Agreement (Kindercare Learning Centers Inc /De)
Determination of Repurchase Price. (a) The Section 5 5(a) Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b6(c) Repurchase Price and the Section 6(c6(d) Repurchase Price are herein hereinafter collectively referred to as the "“Repurchase Price." ”. The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "“Repurchase Calculation Date") or (ii) ”); provided, however, for the Market Price Per Share (as defined in Section 7(i)) as purpose of the later calculation of (xthe Section 5(a) Repurchase Price, the effective date Repurchase Calculation Date shall be the last day of the month preceding the month in which the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Dateis served. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserEmployee Stockholder, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a5(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Fair Market Value Per Share from the applicable Commencement Date through (as defined in Section 7(g)) as of the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(dc) The Section 6(b6(a) Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the Base Price minus any decrease in and (ii) the Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date (but shall not be less than zero).
(ed) The Section 6(c) Repurchase Price shall be a per share Repurchase Price (i) with respect to all Stock other than Option Stock, equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Fair Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.Share and
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Bristol West Holdings Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and audited financial statements, if available, or the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month fiscal quarter preceding the later of (xi) the month fiscal quarter in which the event giving rise to the repurchase occurs and (yii) the month fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the PurchaserOptionee, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price $____ plus the increaseamount, if any, in by which the Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after exceeds $_____. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to $_____ plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $____.
(ic) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (i) the Book Value Per Share (as defined in paragraph (d) below) or (ii) $_____ plus (x) prior to the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds $____. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Market Price Per Share or (yii) after a Public Offering$____ plus (a) the Percentage multiplied by (b) the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $____; provided, however, that in the event of Optionee's termination without Cause by the Company (and/or, if applicable, its subsidiaries) or with Good Reason by the Optionee, the Section 6 Repurchase Price shall be the Book Value Per Share or Market Price Per Share.
(f) , as the case may be. For purposes of this Agreement the following definitions shall apply: "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per ShareCause" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in (i) the Board Optionee's willful and continued failure to perform Optionee's duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Optionee by the Company or (ii) misconduct by Optionee involving (x) dishonesty or breach of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.trust in
Appears in 1 contract
Samples: Management Stockholder's Agreement (Spalding Holdings Corp)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Special Treatment Repurchase Price and the Section 6(c) Ordinary Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, and not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(bi) The Prior to a Public Offering (as defined in Section 5 7(e)), the Special Treatment Repurchase Price shall be a per share Repurchase Price equal to $5.00 (ithe "Original Per Share Price") prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increaseamount, if any, in by which the Modified Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or exceeds the Original Per Share Price.
(ii) after After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Special Treatment Repurchase Price shall be a per share Repurchase Price equal to the Original Per Share Price plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds the Original Per Share Price.
(i) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) Ordinary Repurchase Price shall be a per share Repurchase Price equal to the lesser of:
(A) the Modified Book Value Per Share; and
(B) the Original Per Share Price plus (x) prior to the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Modified Book Value Per Share as of the Repurchase Calculation Date exceeds the Original Per Share Price.
(ii) After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Ordinary Repurchase Price shall be a per share Repurchase Price equal to the lesser of:
(xA) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.; and
(fB) For purposes the Original Per Share Price plus (x) the Percentage multiplied by (y) the amount, if any, by which the Market Price Per Share as of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through and including exceeds the first anniversary of the 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Date through and including the second anniversary of the applicable Commencement Date After the second anniversary of the applicable 40% Commencement Date through and including the third anniversary of the applicable Commencement Date After the third anniversary of the applicable 60% Commencement Date through and including the fourth anniversary of the applicable Commencement Date After the fourth anniversary of the applicable 80% Commencement Date through and including the fifth anniversary of the applicable Commencement Date After the fifth anniversary of the applicable 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Original Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar eventsShare Price.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Corning Consumer Products Co)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) 6 Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and audited financial statements, if available, or the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(f)) as of the last day of the month fiscal quarter preceding the later of (xi) the month fiscal quarter in which the event giving rise to the repurchase occurs and (yii) the month fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price $5.00 plus the increaseamount, if any, in by which the Book Value Per Share (as defined in Section 7(g7(d)) from the applicable Commencement Date through as of the Repurchase Calculation Date or (ii) after exceeds $5.00. After a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) 5 Repurchase Price shall be a per share Repurchase Price equal to $5.00 plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $5.00.
(ic) prior Prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or (y) the Base Price plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Price, if the Market Price Per Share is greater than the Base Price.
(d) The Section 6(b) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (i) the Book Value Per Share (as defined in paragraph (d) below) or (ii) $5.00 plus (x) prior to the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds $5.00. After a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (xi) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith Market Price Per Share or (yii) after a Public Offering$5.00 plus (a) the Percentage multiplied by (b) the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $5.00; provided, however, that in the event of Purchaser's termination without Cause by the Company (and/or, if applicable, its subsidiaries) or with Good Reason by the Purchaser, the Section 6 Repurchase Price shall be the Book Value Per Share or Market Price Per Share.
(f) , as the case may be. For purposes of this Agreement the following definitions shall apply: "Unrestricted Cause" shall mean (i) the Purchaser's willful and continued failure to perform Purchaser's duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Purchaser by the Company or (ii) misconduct by Purchaser involving (x) dishonesty or breach of trust in connection with Purchaser's employment which is reasonably likely to be injurious to the Company or (y) conduct which would be a reasonable basis for an indictment of Purchaser for a felony or for a misdemeanor involving moral turpitude; and "Good Reason" shall mean (i) a material reduction in Purchaser's base salary or (ii) a substantial reduction in Purchaser's duties and responsibilities other than as approved by the Chief Executive Officer or President of the Company. The "Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through Purchase Date through and including the first anniversary of the Purchase Date 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Purchase Date through and including the second anniversary of the applicable Commencement Purchase Date 20% After the second anniversary of the applicable 40% Commencement Purchase Date through and including the third anniversary of the applicable Commencement Purchase Date 40% After the third anniversary of the applicable 60% Commencement Purchase Date through and including the fourth anniversary of the applicable Commencement Purchase Date 60% After the fourth anniversary of the applicable 80% Commencement Purchase Date through and including the fifth anniversary of the applicable Commencement Purchase Date 80% After the fifth anniversary of the applicable Purchase Date 100% Commencement Date
(g) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based on generally accepted accounting principles consistently applied excluding, in the Board of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.%
Appears in 1 contract
Samples: Management Stockholder's Agreement (Evenflo Co Inc)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, Price and the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(h)) as of the last day of the month preceding the later of (xi) the month in which the event giving rise to the repurchase occurs and (yii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the The event giving rise to the repurchase shall be the death, permanent disability, retirement disability or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public OfferingOffering (as defined below), the greater of (x) the Base Price and (y) the Base Price $12.11 plus the increase, if any, in Book Value Per Share (as defined in Section 7(g7(f)) from the applicable Commencement Purchase Date through the Repurchase Calculation Date or (ii) after a Public Offering, $12.11 plus the amount, if any, by which the Market Price Per ShareShare as of the Repurchase Calculation Date exceeds $12.11.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the lesser of (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, and (y) the Base Price $12.11 plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Purchase Date through the Repurchase Calculation Date, if such Book Value Per Share has increased or (z) the Base Price, if such Book Value Per Share has neither decreased nor increased and (ii) after a Public Offering, the lesser of (x) the Market Price Per Share, if the Market Price Per Share is less than or equal to the Base Price or and (y) the Base Price $12.11 plus the product of (A) the Unrestricted Percentage and (B) the Market Price Per Share less the Base Priceamount, if any, by which the Market Price Per Share is greater than as of the Base PriceRepurchase Calculation Date exceeds $12.11.
(d) The Section 6(b) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the Base Price minus any decrease in Book Value Per Share or plus any increase in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date or (y) after a Public Offering, the Market Price Per Share.
(e) The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to (x) prior to a Public Offering, the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith or (y) after a Public Offering, the Market Price Per Share.
(f) For purposes of this Agreement the "Unrestricted Percentage" shall be determined as follows: Repurchase Calculation Date Percentage --------------------------- ---------- Through Purchase Date through and including the first anniversary of the Purchase Date 0% applicable Commencement Date After the first anniversary of the applicable 20% Commencement Purchase Date through and including the second anniversary of the applicable Commencement Purchase Date 20% After the second anniversary of the applicable 40% Commencement Purchase Date through and including the third anniversary of the applicable Commencement Purchase Date 40% After the third anniversary of the applicable 60% Commencement Purchase Date through and including the fourth anniversary of the applicable Commencement Purchase Date 60% After the fourth anniversary of the applicable 80% Commencement Purchase Date through and including the fifth anniversary of the applicable Commencement Purchase Date 80% After the fifth anniversary of the applicable Purchase Date 100% Commencement Date%
(gf) For purposes of this Agreement, "Book Value Per Share" shall mean book value per share based be the quotient of (a)(i) $359,839,700 million PLUS (ii) the aggregate net income of the Company from and after June 29, 1997 (as decreased by any net losses from and after June 29, 1997 PLUS (iii) the aggregate dollar amount contributed to the Company after June 29, 1997 as equity by the shareholders of the Company (including consideration to be received upon exercise of the Options and other stock equivalents), (iv) PLUS, to the extent reflected as deductions to Book Value Per Share in clause (ii) above, or minus, to the extent reflected as additions to Book Value Per Share in clause (ii) above, unusual noncash items recognized by the Company, if and to the extent determined in the sole discretion of the Compensation Committee of the Board of Directors of the Company, minus (v) the aggregate dollar amount of any dividends paid by the Company on and after June 29, 1997 divided by (b) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock. The calculations set forth in clauses (a)(ii), (a)(iii), (a)(iv) and (a)(v) of the immediately preceding sentence shall be determined in accordance with generally accepted accounting principles consistently applied excluding, on a basis consistent with any prior periods as reflected in the Board consolidated financial statements of Directors' discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar eventsthe Company.
Appears in 1 contract
Samples: Management Stockholder's Agreement (Randalls Food Markets Inc)
