TSR Shares Sample Clauses

TSR Shares. 1/3 of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of TSR (as defined below) (“TSR Shares”). The number of Performance Shares earned by Participant for the Full Three-Year Performance Period shall be determined as of July 31, 20XX, as follows: • The Revenue Shares may be earned based on the Company’s cumulative GAAP revenues in fiscal years 20XX-20XX as reflected in the Company’s annual financial statement for the Applicable Performance Period (“GAAP Revenue”); • The EBITDA Shares may be earned based on the Company’s Adjusted EBITDA for fiscal years 20XX-20XX; and • The TSR Shares may be earned based on the Company’s achievement of TSR for fiscal years 20XX-20XX (TSR, together with Adjusted EBITDA and GAAP Revenue, the “Performance Measures”).
Sample 1
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TSR Shares. 1/3 of the Participant’s Target Performance Shares will be allocated to the Company’s achievement of TSR (as defined below) (“TSR Shares”). The number of Performance Shares earned by Participant for the Full Three-Year Performance Period shall be determined as of July 31, 2025, as follows: · The Revenue Shares may be earned based on the Company’s cumulative GAAP revenues in fiscal years 2023-2025 as reflected in the Company’s annual financial statement for the Applicable Performance Period (“GAAP Revenue”); · The EBITDA Shares may be earned based on the Company’s Adjusted EBITDA for fiscal years 2023-2025; and · The TSR Shares may be earned based on the Company’s achievement of TSR for fiscal years 2023-2025 (TSR, together with Adjusted EBITDA and GAAP Revenue, the “Performance Goals”). Performance Criteria for Full Three-Year Performance Period Threshold Target Maximum Fiscal 2023-2025 GAAP Revenue $[●] $[●] $[●] Fiscal 2023-2025 Adjusted EBITDA $[●] $[●] $[●] Fiscal 2023-2025 TSR [●]% [●]% [●]% Notwithstanding the foregoing, the earning of the Performance Shares shall accelerate (reducing the number of unearned Performance Shares) prior to the end of the Full Three-Year Performance Period determined as of July 31, 2023 and July 31, 2024, respectively, as follows: 33% of the Revenue Shares, EBITDA Shares, and TSR Shares shall be subject to accelerated earning based on the following grid: Performance Criteria for First Applicable Performance Period Threshold Target Maximum Fiscal 2023 GAAP Revenue $[●] $[●] $[●] Fiscal 2023 Adjusted EBITDA $[●] $[●] $[●] Fiscal 2023 TSR [●]% [●]% [●]% Up to a total of 66% of the Revenue Shares, EBITDA Shares and TSR Shares shall be subject to accelerated earning based on the following grid: Performance Criteria for Second Applicable Performance Period Threshold Target Maximum Fiscal 2023-2024 GAAP Revenue $[●] $[●] $[●] Fiscal 2023-2024 Adjusted EBITDA $[●] $[●] $[●] Fiscal 2023-2024 TSR [●]% [●]% [●]% Participant shall earn 50% of the applicable percentage of eligible Target Performance Shares for “Threshold Performance,” 100% of the applicable percentage of eligible Target Performance Shares for “Target Performance,” and 200% of the applicable percentage of eligible Target Performance Shares for “Maximum Performance.” Participant shall earn 0% of the applicable percentage of eligible Target Performance Shares for performance that is less than Threshold Performance. In the event of achievement of a Performance Goal betwee...
Sample 1
TSR Shares. In order for any portion of the TSR Shares to become non-forfeitable as of the Vesting Date, the following Performance Criteria must be achieved: the relative performance of the Flowers TSR determined for the TSR Performance Period compared to the Peer Group TSRs for the same period equals or exceeds the thirtieth Percentile (30%), calculated as follows: The final four hypothetical payouts relating to Flowers TSR, based on the table below, for the TSR Measurement Periods will be averaged to determine the final percent of TSR Shares that become non-forfeitable. Percentile Flowers TSR vs. Peer Group TSRs Non-Forfeitable Percentage(% of Target) Less than 30th 0% 30th 50% 50th 100% 70th 150% 90th or above 200% Straight-line interpolation between points
Sample 1

Related to TSR Shares

  • Option Shares In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

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