Net Shares. In respect of any Exercisable Option exercised or deemed exercised, a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Exercisable Option, of (A) the Relevant Price on such Valid Day less the Strike Price, divided by (B) such Relevant Price, divided by (iii) the number of Valid Days in the Settlement Averaging Period; provided, however, that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number “zero”.
Net Shares. Notwithstanding the terms of the Stockholders Agreement, upon any taxable event arising under federal, foreign, state or local tax law with respect to the Management Shares (including, but not limited to, the issuance, repurchase, cancellation, vesting or transfer of the Management Shares, or the waiver or cancellation of the Put Right), at the election of the Purchaser, the Company shall repurchase for their then-current Fair Market Value a number of the Management Shares up to the amount of the tax liability incurred with respect to such taxable event, such tax liability to be calculated using the applicable tax rate of the Purchaser at the time the taxable event arises.
Net Shares. In respect of any Exercisable Unit or Designated Repurchase Unit exercised or deemed exercised hereunder, a number of Shares equal to the Applicable Percentage multiplied by the lesser of:
Net Shares. In respect of any Option exercised or deemed exercised, for each Option, a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Cash Settlement Averaging Period for such Option, of (A) the Relevant Price on such Valid Day less the Strike Price, divided by (B) such Relevant Price, divided by (iii) the number of Valid Days in the Cash Settlement Averaging Period; provided, however, that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number “zero”. JPMorgan will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares to be delivered hereunder valued at the Relevant Price for the last Valid Day of the Cash Settlement Averaging Period.
Net Shares. The Shares of Cycx.Xxx Xxmmon Stock to xx xxlivered pursuant to this Agreement, when issued in accordance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Net Shares. In respect of any Option exercised or deemed exercised, for each Option a number of Shares equal to (i) the Option Entitlement multiplied by (ii) the sum of the quotients, for each Valid Day during the Settlement Averaging Period for such Option, of (A) (1) the amount by which the Cap Price exceeds the Strike Price, if the Relevant Price on such Valid Day is equal to or greater than the Cap Price; (2) the amount by which the Relevant Price exceeds the Strike Price, if the Relevant Price on such Valid Day is equal to or greater than the Strike Price but less than the Cap Price or (3) zero, if the Relevant Price is less than the Strike Price; divided by (B) the Relevant Price on such Valid Day, divided by (iii) the number of Valid Days in the Settlement Averaging Period. Wachovia will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares to be delivered hereunder valued at the Relevant Price on the last Valid Day of the Settlement Averaging Period.
Net Shares. In accordance with the terms and conditions of the Notice of Exercise, the Plans, the Option Agreements and the Company’s policies regarding deferred delivery exercises, and subject to the other provisions of this Agreement, the parties hereto agree that the remaining Exercise Shares, after deducting from the total number of Exercise Shares the number of Replacement Shares and the number of Withholding Shares (such remaining Exercise Shares, the “Net Shares”), will not be delivered or constructively delivered by the Company to Executive or any other person this date, but will only be delivered to Executive, any Transferee(s) subsequently identified by Executive under Section 9(b), or the beneficiaries or heirs of Executive at the later Delivery Date(s) for such Net Shares specified in this Agreement, pursuant to the terms of this Agreement and subject to any required deduction therefrom of Additional Withholding Shares at the time of deferred delivery as provided under Section 3(c). The number of Net Shares is set forth on Exhibit 1 hereto. Although delivery of the Net Shares is being deferred, all right to receive the Net Shares on the Delivery Date (collectively, the “Delivery Rights”) are fully vested in Executive as of the date hereof, and the consideration rendered by Executive for the Delivery Rights and for the Net Shares to which such rights relate consists exclusively of services performed by Executive prior to the date hereof.
Net Shares. The net shares of a partner's interests, as per day, shall be the amount that is distributed to such a partner in the liquidation of the partnership under section 11 in this case if (1) all partnership assets were sold for the value of their gross assets, (2) the partnership paid its pledged, but unpaid, debts and reserves established under Section 11.3 in this case for the payment of possible or unknown reasonable liabilities. and (3) the remaining income distribution partnership to associates in liquidation, all of such days; Liability that arises from any event or state of facts that were contained in, or occurs before, such days but were unknown as such a day or too probable as the responsibility or amount to the obligation of such a day. The net equity interests of a partner must be determined, without audit or certification, from the book Partnership records by the independent certified public accountants company have been regularly used by the partnership. The net interest shares of a partner shall be determined within thirty (30) days of the day on which such accountants will increase in writing the gross asset value of the property, and the amount of such net shares shall be disclosed to the partnership and each of the partners with written notice. Net determination of equity including accountants must be final and binding in the event of failure to demonstrate gross negligence or will misconduct. 9.5
