Change in Control Price Per Share definition

Change in Control Price Per Share means the price per Share (i) paid by the Acquiring Person in connection with the transaction(s) that results in the Change in Control; or (ii) at any time after the Change in Control and before the Participant exercises his election under Section 10(b), the Fair Market Value of the Shares.
Sample 1Sample 2Sample 3
Change in Control Price Per Share means (a) in the case of a Change in Control in which consideration is paid to the general stockholders of the Company, through a tender offer or otherwise, the price paid per Share to such stockholders as determined by the Committee in its sole discretion and (b) in the case of a Change in Control in which consideration is not paid to the general stockholders of the Company, such as a sale of all or substantially all of the Company’s assets, the value of the consideration on a per Share basis as determined by the Committee in its sole discretion.
Sample 1Sample 2Sample 3
Change in Control Price Per Share means (i) if the Change in Control is the result of a tender or exchange offer for, merger of, or sale or disposition of all or substantially all of the assets of, AEP, the consideration per share of Common Stock received by the shareholders in connection with such transaction, or, if (i) is not applicable, (ii) the highest Fair Market Value of a share of Common Stock during the ninety (90) day period prior to and including the date of a Change in Control. To the extent that the consideration paid in any such transaction described in (i) above consists all or in part of securities or other non-cash consideration, the value of such securities and other non-cash consideration shall be the fair market value as determined by such reasonable methods or procedures as shall be established by the Committee.
Sample 1Sample 2Sample 3

Examples of Change in Control Price Per Share in a sentence

  • Notwithstanding any other provision of the Plan, in the event of a Change in Control the Committee may, in its discretion, provide that each Option or SAR shall, upon the occurrence of a Change in Control, be cancelled in exchange for a payment in an amount equal to the amount by which the Change in Control Price per Share exceeds the purchase price per Share under the Option or SAR (the “spread”) multiplied by the number of Shares granted under the Option or SAR.


More Definitions of Change in Control Price Per Share

Change in Control Price Per Share means the higher of (i) the highest Fair Market Value of a share of Common Stock during the ninety (90) day period prior to and including the date of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer for, merger of, or sale or disposition of all or substantially all of the assets of, AEP, the highest price per share of Common Stock paid thereby. To the extent that all or a portion of the consideration paid in any such transaction described above consists of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Committee.
Sample 1Sample 2Sample 3
Change in Control Price Per Share means, the quotient of (i) the sum of (A) prior to any Change of Control, the aggregate cash received with respect to Common Stock, as proceeds on account of the Common Stock in any of the Company or any Company Subsidiary (collectively, the “Company Entities”) including without limitation cash received in the form of dividends, distributions or redemption payments from any of the Company Entities (other than proceeds received with respect to an IPO), (B) in connection with a Change of Control, the aggregate value of the equity of any Company Entities retained with respect to the Common Stock and any securities or equity received with respect to the Common Stock, determined based on the same price per share received with respect to the Common Stock in such transaction for the equity converted into cash in the transaction, or, if no cash was received in such transaction, the fair market value as determined in good faith by the Committee, and (C) in connection with a merger, sale or similar transaction with an entity other than any of the Company Entities, the aggregate value of any proceeds received with respect to the Common Stock in the form of a contingent right to receive cash and/or equity on or at a future date or time (such date of determination in this clause (C), the “Contingent Right Payment Date”); provided, however, any contingent rights, whether pursuant to an earnout, escrow or otherwise, shall be taken into account when, as and only if consideration with respect to such rights are actually paid to the Common Stock, subject to the Participant’s continued employment with any of the Company Entities through such Contingent Right Payment Date, except that such continued employment requirement shall cease to apply if the Participant experiences a Termination without Cause or for Good Reason, in each case, following a Change in Control; divided by (ii) the sum of (A) the aggregate number of Common Shares of the Company, no matter the class (“Common Shares”), issued and outstanding as of such date, plus (B) all outstanding warrants and options of the Company to purchase Common Shares, and any other equity or equity like incentives issued under the Plan, that were vested and exercisable as of such date (other than the options which vested as a result of meeting the Change In Control Price Per Share Threshold as a result of the Change of Control). .
Sample 1
Change in Control Price Per Share means the highest price per Common Share (A) paid by the Acquiring Person in connection with the transaction that results in the Change in Control; or (B) paid or offered by the Acquiring Person to acquire other Common Shares in excess of 1% of the outstanding Common Shares, at any time after the Change in Control and before the Participant exercises his or her election under Section 12(c), or, in the case of a Change in Control occurring solely by reason of events not related to a purchase of Common Shares, the highest Fair Market Value of a Common Share on any of the 30 consecutive trading days ending on the last trading day before the Change in Control occurs.
Sample 1
Change in Control Price Per Share has the meaning set forth in Section 7.4.
Sample 1

Related to Change in Control Price Per Share

  • Change in Control Price means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per share of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

  • Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • Base Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Grant Amount or “Grant” means the total amount of financial assistance disbursed under this Agreement, which consists of the City's Amount and the Consultant’s Amount.

  • Grant Price means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Strike Price means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.