Call Shares Price definition

Call Shares Price means for any Call Shares, (A) if the employment or service of the Applicable Employee for such Management Investor with the Company and all of its Subsidiaries is terminated for Cause, a price equal to the lower of (x) the FMV per Share as of the Call Date and (y) the Cost of such Call Shares and (B) in the event clause (A) does not apply, a price equal to the FMV per Share as of the Call Date.
Sample 1Sample 2
Call Shares Price means, (i) with respect to any Call exercised pursuant to Section 5.1 or Section 5.2 with respect to any Call Shares, a price equal to the Fair Market Value of such Call Shares as of the Call Date, or (ii) with respect to any Call exercised pursuant
Sample 1
Call Shares Price means, (a) with respect to any Rollover Shares held by any Key Individual or his or her Permitted Transferee, a price equal to the Fair Market Value of such Call Shares as of the Call Date unless the employment of such Key Individual was terminated for Cause (in which case the price shall be the lower of (x) the Fair Market Value of such Rollover Shares as of the Call Date and (y) the amount that such Key Individual paid for such Rollover Shares (i.e., cost), and (b) with respect to any Call Shares (other than the Rollover Shares) held by any Key Individual or his or her Permitted Transferee, (i) with respect to any Call exercised in connection with a termination of such Key Individual’s employment for Cause, a price equal to the lower of (x) the Fair Market Value of such Call Shares as of the Call Date and (y) the amount that such Key Individual or such Permitted Transferee paid for such Call Shares (i.e., cost), or (ii) with respect to any Call exercised in connection with a termination of such Key Individual’s employment for any reason other than for Cause, a price equal to the Fair Market Value of such Call Shares as of the Call Date.
Sample 1

Examples of Call Shares Price in a sentence

  • On the Call Date the Company hereby agrees to purchase the Holder’s Call Shares at the Call Shares Price.

  • The Call Shares Price shall be payable by the Company in cash or, if the Company is prohibited from paying cash under any financing arrangement, (i) by note payable in installments of up to five (5) years, bearing interest at the prime lending rate in effect as of the date of purchase or (ii) by delaying the exercise of the Call until the financing restrictions lapse.

  • Each Sponsor Investor shall have twenty (20) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Call Shares, for the Call Shares Price and upon the terms and conditions specified in the notice, by giving written notice to the Parent stating therein the quantity of Call Shares to be purchased up to such Sponsor Investor’s pro rata share.

  • Upon the full execution and delivery of this Agreement by the parties hereto, the Company shall pay Holder the Call Shares Price (which for purposes of this Agreement has been determined to be $6.65 per share of Common Stock), on the Call Date.

  • In the event that the Parent determines that it will assign its right to purchase Call Shares under this Section 4.2, it shall give the Sponsor Investors written notice of the number of Call Shares, the Call Shares Price and the terms and conditions of the proposed sale.

Related to Call Shares Price

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Overall Share Limit means the sum of (i) 4,289,936 Shares; (ii) any Shares that are subject to Prior Plan Awards that become available for issuance under the Plan pursuant to Article V; and (iii) an annual increase on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (A) 5% of the Shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined by the Board.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Put Shares Due shall have the meaning specified in Section 2(I).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Price Per Share shall have the meaning ascribed to such term in Section 2.1.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.