Company Stock Value means the result of dividing the Transaction Value by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
Company Stock Value means the closing price per share of Company Common Stock, trading “regular way”, immediately prior to the Distribution Effective Time.
Company Stock Value means the result of dividing the Transaction Value by the sum of (a) the number of shares of Company Common Stock outstanding as of the Effective Time (assuming for such purposes, that as of the Effective Time, all shares of Company capital stock were converted into a single class of Company Common Stock) and (b) the number of shares of Company Common Stock which would be issuable with respect to all vested Options outstanding as of the Effective Time if all of the conditions to exercisability of such Options had been satisfied at that time and (c) one-half of the number of shares of Company Common Stock which would be issuable with respect to all unvested Options outstanding as of the Effective Time if all of the conditions to exercisability of such Options (including, without limitation, vesting) had been satisfied at that time.
Examples of Company Stock Value in a sentence
The number of shares of Company Common Stock subject to such Lithium RSU shall be determined by the Parent Compensation Committee in a manner intended to preserve the target value of such Unbanked Parent PRSU by taking into account the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the nearest whole number of shares.
The number of shares of Company Common Stock subject to such Lithium RSU shall be determined by the Compensation and Organization Committee of the Parent Board (the “Parent Compensation Committee”) in a manner intended to preserve the value of such Parent RSU or Banked Parent PRSU, as applicable, by taking into account the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the nearest whole number of shares.
More Definitions of Company Stock Value
Company Stock Value means the result of dividing $110,000,000 by the sum of (a) the number of shares of Company Common Stock outstanding as of the Offer Acceptance Time, (b) the number of shares of Company Preferred Stock outstanding as of the Offer Acceptance Time, and (c) the number of shares of Company Common Stock which would be issuable with respect to all Company Options and Company Warrants outstanding as of the Offer Acceptance Time (which includes all Company Options accelerated at the Offer Acceptance Time as a result of consummation of the Offer), with an exercise price of $5.00 per share or less, and with respect to any other rights to acquire shares of Company Common Stock outstanding as of the Offer Acceptance Time.
Company Stock Value means the value of a share of Company Common Stock that will be determined by the Parent Board (or an appropriate committee thereof), in its sole discretion, in a manner intended to preserve the aggregate value of the applicable outstanding equity awards.
Company Stock Value means the value of a share of Company Common Stock that will be determined by the Parent Board (or an appropriate committee thereof), in its sole discretion, in a manner intended to preserve the aggregate value of the applicable outstanding equity awards. “Distribution Effective Time” means the effective time of the Distribution. “Delayed Transfer Employee” means any Lithium Inactive Employee, New Lithium Employee, Transferred Lithium Employee or Sponsored Employee (to the extent applicable). “Delayed Transfer Period” has the meaning set forth in Section 3.01(b) hereto. “Distribution Ratio” means the number of shares of Company Common Stock distributed in the Distribution in respect of one share of Parent Common Stock. “Employee Plan” means any (a) “employee benefit plan” as defined in Section 3(3) of ERISA, (b) compensation, employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (c) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits), in each case whether or not written. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, together with the rules and regulations promulgated thereunder. “Former Parent Employee” means each individual who, as of immediately prior to the Distribution Effective Time, is a former employee of any member of the Parent Group (other than any individual who was last actively employed primarily with respect to the Lithium Assets or the Lithium Business). “H&W Plan” means any Parent H&W Plan or Lithium H&W Plan. “HIPAA” means the health insurance portability and accountability requirements for “group health plans” under the Health Insurance Portability and Accountability Act of 1996, as amended, together with the rules and regulations promulgated thereunder. “Lithium 401(k) Plan” means any Lithium Plan that is a defined contribution plan intended to qualif...
Company Stock Value shall be determined as follows: Each of the Purchaser and the Company (through its directors who are unaffiliated with the Purchaser) shall promptly (and in no event later than 10 days after the Offer Notice) select an independent qualified appraiser to appraise the Company Stock Value. Upon completion of such appraisal by each of such appraisers within 10 business days of the selection thereof, the two independent qualified appraisers shall exchange their respective appraisals and submit such appraisals to the Company and the Purchaser. If the two independent qualified appraisers agree on an appraisal for the Company Stock Value, the Company Stock Value shall be the agreed-upon amount. If only one of such appraisers so submits an appraisal within the 10- business day period subsequent to the selection thereof, the Company Stock Value shall be the amount set forth in such appraisal. If the two independent qualified appraisers submit their appraisals within such 10-business day period but do not promptly agree upon a Company Stock Value, the two independent qualified appraisers shall select a third independent qualified appraiser to appraise the Company Stock Value. The third independent qualified appraiser, upon completion of its appraisal within 10 business days of the selection thereof, shall submit such appraisal to the Company and the Purchaser. The Company Stock Value shall be determined by taking the average of the two appraisals which are closest to each other; provided, however, that, if the appraisal amount which is less than the highest appraisal and greater than the lowest appraisal is greater or less than the average amount of such other appraisals by an amount representing no more than seven and one-half percent of such average amount, then the average of all three appraisals will be the Company Stock Value for the purposes of this Section 6.4. For example, if the Purchaser's independent qualified appraiser valued the aggregate Company Stock Value at $150 million, the Company's independent qualified appraiser valued the aggregate Company Stock Value at $50 million and the third independent qualified appraiser valued the aggregate Company Stock Value at $125 million, the aggregate Company Stock Value for purposes of this Section 6.4 would be $137.5 million (the average of the two closest appraisals). If, however, the third independent qualified appraiser appraised the Company Stock Value at $105 million (greater than $100 million by an amount l...
Company Stock Value means seven hundred twenty one million dollars ($721,000,000) less the Transaction Cash Consideration.
Company Stock Value as of each date for the issuance of Shares pursuant to this Agreement shall be equal to the average closing prices of the Company’s Common Stock during the 30 calendar days immediately preceding each such date of issuance. Notwithstanding the foregoing, (i) in the event the Executive’s employment with the Company terminates prior to the second anniversary of the date of this Agreement by reason of the Executive’s death or “Disability” (as defined in the Employment Agreement) or under circumstances entitling the Executive to receive “Severance Benefits” from the Company pursuant to Section 4(a) of the Employment Agreement (each a “Special Termination”), the Company shall issue to the Executive as of the date of such termination all remaining Shares that would have been issued to the Executive pursuant to the immediately preceding paragraph based on the Company Stock Value as of the date of such termination and (ii) in the event the Executive’s employment with the Company terminates prior to the second anniversary of the date of this Agreement for any reason other than a Special Termination, the Company shall not issue any additional Shares to the Executive pursuant to this Agreement. All Shares issued to the Executive pursuant to this Paragraph 1 shall be subject to the restrictions contained herein and are referred to as “Restricted Stock.”
Company Stock Value means the result of dividing $51,226,912 by the sum of (a) the number of shares of Company Common Stock outstanding as of the Offer Acceptance Time, (b) the number of shares of Company Common Stock which would be issuable with respect to all Company Options outstanding as of the Offer Acceptance Time and with respect to any other rights to acquire shares of Company Common Stock outstanding as of the Offer Acceptance Time.