EPS SHARES Sample Clauses

EPS SHARES. At or prior to the Closing, Seller shall have distributed an aggregate of 50,000 shares of common stock of EPS (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) to key employees selected by EPS in amounts determined by EPS, in consideration of past services rendered to Seller by such employee. Such shares shall be unregistered securities which may be transferred, subject to the option described below, without any restrictions except for those required by applicable federal and state securities laws. Such shares shall be issued subject to an option in favor of PRGUSA to purchase such shares, at a price of $5 per share, in the event that within two years after the Closing Date such employee voluntarily terminates his employment with PRGUSA or his employment is terminated by PRGUSA with Cause (as such term is defined in each such employee's employment agreement with PRGUSA). Such option in favor of PRGUSA shall automatically terminate in the event employee's employment is terminated by PRGUSA without Cause or by such employee's death or permanent disability.
Sample 1
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EPS SHARES. Vesting of EPS Performance Shares is based upon adjusted earnings per share of the Company (“EPS”) performance (the “EPS Shares”) and is contingent upon cumulative three-year adjusted EPS achieved by the Company for the three-year Performance Cycle beginning with the fiscal year in which the Performance Shares are granted. Cumulative adjusted EPS is calculated by adding together the adjusted EPS for each year in the Performance Cycle. Adjusted EPS is calculated by dividing consolidated adjusted net income for each year by the Company’s average basic common shares outstanding for each year. Cumulative three-year adjusted EPS shall be calculated using generally accepted accounting principles, adjusted to exclude the impacts of company owned life insurance as well as other adjustments as determined by the Committee. EPS Shares will vest as illustrated in the performance schedule below. Should the performance levels achieved be between the stated criteria below, the percentage of EPS Shares vesting will be determined by straight-line interpolation. EPS Share Performance Schedule Fiscal Years 2023-2025 Performance Level Cumulative 3-Year Adjusted EPS Vested EPS Shares Below Threshold Less than $8.68 0% Threshold $8.68 50% Target $9.64 100% Maximum $10.60 200%
Sample 1

Related to EPS SHARES

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Common Shares 4 Company...................................................................................... 4

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Reserve Bank of India “RBI”, FEMA and ROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

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