Change of Control Consideration means, for any Change of Control, an amount, if any, equal to the sum of the aggregate cash consideration and the aggregate cash value of any marketable securities per share of Common Stock to be paid to the holders of the Common Stock upon consummation of such Change of Control, with any such non-cash consideration to be valued at the higher of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of the Change of Control, the Closing Sale Price on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of on the Trading Day immediately prior to the public announcement of such proposed Change of Control.
Change of Control Consideration means, for purposes of this Plan, (i) the amount of any cash, plus the value of any securities and other noncash consideration, constituting the most valuable consideration per share of Common Stock paid to any shareholder in the transaction or series of transactions that results in a Change of Control or (ii) if no consideration per share of Common Stock is paid to any shareholder in the transaction or series of transactions that results in a Change of Control, the highest reported sale price of a share of Common Stock on the New York Stock Exchange composite tape (or if the Common Stock is not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or the NASDAQ Stock Market) during the 60-day period prior to and including the date of a Change of Control. To the extent that such consideration consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Committee in good faith.
Change of Control Consideration means the cash, stock, securities or other assets or property (or any combination thereof) that a holder of shares of Common Stock receives or is entitled to receive with respect to or in exchange for each share of Common Stock held by such holder upon consummation of a Change of Control Transaction; provided that if in the applicable Change of Control Transaction the holders of shares of Common Stock may make an election with respect to the consideration to be received, the type and amount of consideration into which the Tranche 2 Warrants shall be exercisable from and after the effective time of such Change of Control Transaction shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock in such Change of Control Transaction.
Examples of Change of Control Consideration in a sentence
The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Granted PBRSUs, any Cash Payments, or any Take Private Change of Control Consideration.
If there is a Change of Control transaction and any outstanding unvested restricted stock units, restricted stock or other equity award granted by the Company to any Eligible Participant that is subject to vesting or a repurchase right in favor of the Company is not replaced with Common Change of Control Consideration, the vesting of such stock shall accelerate (and any repurchase rights shall lapse) so that such stock is completely vested immediately prior to the Change of Control transaction.
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To the extent any of the Change of Control Consideration is required to be escrowed in connection with such indemnification, each Participant agrees that his or her proportionate share of such escrowed amount may be paid directly into the same escrow account used for the stockholders’ escrow amount.
More Definitions of Change of Control Consideration
Change of Control Consideration has the meaning assigned to such term in Section 5(a).
Change of Control Consideration means the aggregate consideration actually received in respect of HMG Securities Transferred by the Partnership in a Change of Control Transaction, taking into account any control premium or similar fees and payments, and net of any post-closing downward purchase price adjustment or any other contingent liability or obligation (a “Price Adjustment”) that is reasonably likely to arise after the consummation of the applicable transaction (other than a customary indemnity strictly limited to a defined amount via holdback or otherwise, which maximum amount shall be subtracted from the aggregate transaction consideration in computing the Change of Control Consideration), as estimated in good faith at the time of consummation of the applicable transaction (a “Price Adjustment Estimate”), provided that if the actual Price Adjustment as finally determined in such Change of Control Transaction differs from the Price Adjustment Estimate, then the Carried Interest shall be recalculated based on the Change of Control Consideration as calculated net of the Price Adjustment, and (a) in the event that such actual Price Adjustment exceeds the Price Adjustment Estimate, the General Partner shall promptly reimburse to the Partnership or (if the Partnership is not then in existence) the Limited Partners the excess Carried Interest that resulted from the Price Adjustment Estimate or (b) in the event that the Price Adjustment Estimate exceeds such actual Price Adjustment, the Partnership or (if the Partnership is not then in existence) the Limited Partners shall promptly pay to the General Partner the shortfall in the Carried Interest that resulted from the Price Adjustment Estimate.
Change of Control Consideration means, with respect to the Corporation, an amount equal to the difference between (i) the Fair Market Value of all cash, securities and other property (a) paid or issued by the acquiring entity in exchange for the stock or assets of the Corporation in consideration for such Change of Control or (b) raised as proceeds in a public offering of the Corporation’s voting common stock (or any successor securities thereto, pursuant to an effective registration statement on Form S-1 (or other applicable form) under the Securities Act of 1933, and (ii) all fees and expenses incurred by the Corporation or the stockholders thereof associated with the transaction, including without limitation investment banking, legal, accounting and appraisal fees and expenses, including fees and expenses incurred to respond to any claim pursuant to Sections 7.2 and 7.3, and the Fair Market Value of any debt of the Corporation for which the shareholders of the Corporation prior to the Change of Control remain liable following the Change of Control. The Fair Market Value of the Change of Control Consideration shall be determined as of the date of the Change of Control.
Change of Control Consideration means the amount per Company Share to be received by Company Shareholders in connection with a Change of Control Transaction, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction.
Change of Control Consideration means, with respect to each share of Common Stock credited to a Deferred Stock Account, (i) the amount of any cash, plus the value of any securities and other noncash consideration, constituting the most valuable consideration per share of Common Stock paid to any shareholder in the transaction or series of transactions that results in a Change of Control or (ii) if no consideration per share of Common Stock is paid to any shareholder in the
Change of Control Consideration means the consideration to be received by holders in respect of interests in connection with a Change of Control.
Change of Control Consideration means such aggregate amount of consideration (whether consisting of cash, stock or any combination thereof or other consideration) that is being offered and/or paid to the holders of Common Stock of the Company in connection with such Change of Control Event (or if the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with such Change of Control Event, as applicable such form of consideration as elected by the Holder); provided, further, that if holders of Common Stock of the Company are not offered or paid any material consideration in such Change of Control Event, such Change of Control Consideration shall be the common stock of the Successor Entity (which Successor Entity may be the Company following such Change of Control Event).