SARs. 23.1 In this clause 23 of this Annexure “A” a reference to:
SARs. As of the Redemption Date, each outstanding stock appreciation right related to Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be split, automatically, into two stock appreciation right awards:
(i) a stock appreciation right award (an "LEI SAR") related to the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR as provided for in Section 2.4(b) of the Merger Agreement), with any fraction of a share rounded down to the nearest whole number; and
(ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each outstanding Liberty Entertainment SAR will be allocated between the LEI SAR and the Adjusted Liberty Entertainment SAR with the base price of each calculated in accordance with the formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent of the formula set forth on Schedule 3.3 that the base price and the number of SARs of Liberty Entertainment Stock and LEI Stock subject to such SARs shall be determined in a manner consistent with the requirements of Section 424 of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordingly. All other terms of a holder's LEI SARs and related Adjusted Liberty Entertainment SARs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment SAR, except (A) as described above and (B) that the SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and...
SARs. “SARs” means stock appreciation rights under the Company’s 2020 Stock Appreciation Rights, as amended, with respect to 97,038 shares of common stock of the Company with an exercise price of $1.30 and which will vest, in full, on March 15, 2025 (subject to the Executive’s remaining in our Continuous Service through such date), unless earlier vested in connection with a Change in Control” of the Company as provided therein.
SARs. CoV-2 is a single-stranded RNA-containing strain of the SARS-CoV type of coronavirus of the Be- tacoronavirus genus, which causes COVID-19 disease.
SARs. On the terms and conditions stated below, the Company hereby grants to the Grantee an award of SARs covering ______ Shares, pursuant to which the Grantee shall be eligible for the payment described in Section 4(b) of this Agreement SARs for the sum of $_____ per SAR, which is agreed to be 100% of the fair market value thereof on the Date of Grant. The SAR Exercise Price for the SARs granted pursuant to this Agreement is $ ______ per SAR.
SARs. The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall one hundred fifty thousand (150,000) plus the amount of the Participant’s unused applicable Annual Award Limit for SARs as of the close of the previous Plan Year.
SARs. The number of “SARs” shall be [____]. The award of SARs does not entitle the Participant to any rights as a shareholder of the Company with respect to the SARs, including accounting of the payment of dividends on the Company’s Stock during the period prior to the exercise of the SARs; Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.
SARs. (i) At least five Business Days prior to the Closing Date, each holder of an outstanding stock appreciation right, whether vested or unvested (individually, a “SAR” and collectively, the “SARs”), that was granted under any Company Stock Plan and that has a base appreciation amount (the “Applicable SAR Base Amount”) that is greater than the Per Share Amount shall be provided with written notice that such holder shall have the right to exercise such SAR during the Exercise Period by providing the Company with a notice of exercise and a cash amount equal to (A) the Applicable SAR Base Amount, less (B) the Per Share Amount, with such exercise conditioned on the occurrence of the Effective Time. Each SAR that is exercised pursuant to this Section 2.7(b)(i) shall be settled at the Effective Time in exchange for one CVR. Any SAR described in this Section 2.7(b)(i) that is not exercised during the Exercise Period shall be cancelled at the Effective Time for no consideration therefor.
(ii) Each SAR that remains outstanding immediately prior to the Effective Time and that has an Applicable SAR Base Amount that is equal to or less than the Per Share Amount shall be cancelled at the Effective Time in exchange for the right of the holder of such SAR to receive (A) an amount in cash, without interest, equal to the excess, if any, of the Per Share Amount over the Applicable SAR Base Amount, with the aggregate amount of such payment rounded up to the nearest cent, and (B) one CVR.
SARs. As of the Effective Time, and as determined by the LIC Board pursuant to its authority granted under the applicable stock incentive plan of LIC, each holder of a Liberty Ventures SAR (whether unvested, partially vested or fully vested) who is or formerly was a director, direct employee or consultant of LIC (each such Liberty Ventures SAR, an “Outstanding Liberty Ventures SAR”), will receive a stock appreciation right with respect to shares of the corresponding series of Spinco Common Stock (a “Spinco SAR”) and an adjustment to the Outstanding Liberty Ventures SAR (as so adjusted, an “Adjusted Liberty Ventures SAR”) such that the pre-Spin-Off intrinsic value of the Outstanding Liberty Ventures SAR is allocated between the Spinco SAR and the Adjusted Liberty Ventures SAR. Except as described herein, all other terms of the Spinco SARs and the Adjusted Liberty Ventures SARs (including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding Liberty Ventures SARs; provided, that the terms and conditions of exercise of the Spinco SARs shall in any event be determined in a manner consistent with Section 409A of the Code.
SARs. An SAR shall confer on the Grantee a right to receive an amount with respect to each share subject thereto, upon exercise thereof, equal to the excess of (i) the Fair Market Value of one share of Common Stock on the date of exercise over (ii) the xxxxx xxxxx of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine, so long as such price is no less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date). SARs may provide for settlement in cash, in shares of Common Stock, or in a combination of cash and shares, as determined in the discretion of the Committee.
