Excess Purchase Payment means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be final) of all other consideration paid by the Company with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Company, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in subparagraph (e).
Excess Purchase Payment means the product of (A) the excess, if any, of (i) the amount of cash plus the fair market value (as determined in good faith by the Company's Board of Directors) of any non-cash consideration required to be paid with respect to one share of Common Stock acquired or to be acquired in a tender offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock over (ii) the current market price per share as of the last time that tenders could have been made pursuant to such tender offer and (B) the number of shares validly tendered and not withdrawn as of the Determination Date in respect of such tender offer.
Excess Purchase Payment has the meaning provided in Section 6.1(d).
Examples of Excess Purchase Payment in a sentence
Excess Purchase Payment Excess Purchase Payment as defined under the Contracts.
Notwithstanding the foregoing, the Company may pay up to $____________ in aggregate consideration in respect of share repurchases without any adjustment pursuant to this Section 6.1(c) being required, provided that no such repurchase involves an Excess Purchase Payment of more than five percent of the Then-Reference Market Price of the Common Stock on the date an adjustment therefor would otherwise be required to be effected.
Notwithstanding the foregoing, the Company may pay up to [$_____] in aggregate consideration in respect of share repurchases without any adjustment pursuant to this Section 6.1(d) being required, provided that no such repurchase involves an Excess Purchase Payment of more than five percent of the Then-Reference Market Price of the Common Stock on the date an adjustment therefor would otherwise be required to be effected.
More Definitions of Excess Purchase Payment
Excess Purchase Payment means the product of (A) the excess, if any, of (i) the amount of cash plus the fair market value (as determined in good faith by the Corporation's Board of Directors) of any non-cash consideration required to be paid with respect to one share of Common Stock acquired or to be acquired in a tender offer made by the Corporation or any Subsidiary of the Corporation for all or any portion of the Common Stock over (ii) the current market price per share as of the last time that tenders could have been made pursuant to such tender offer and (B) the number of shares validly tendered and not withdrawn as of the Determination Date in respect of such tender offer.
Excess Purchase Payment means the excess, if any, of (i) the amount of cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive and set forth in a board resolution) of any non-cash consideration required to be paid with respect to one share of Common Stock acquired or to be acquired in a tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock over (ii) the Sale Price per share of Common Stock on the Trading Day next succeeding the Expiration Date for such tender offer.
Excess Purchase Payment is the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) of all other consideration paid by the Underlying Issuer with respect to one share of its common stock acquired in a tender offer or exchange offer by the Underlying Issuer, over (y) the Then-Current Market Price of the Underlying Stock. Notwithstanding the foregoing, in the event, with respect to any Excess Purchase Payment to which the sixth paragraph in this section would otherwise apply, the denominator in the fraction referred to in the formula in that paragraph is less than $1.00 or is a negative number, then the Company may, at its option, elect to have the adjustment provided by the sixth paragraph in this section not be made and in lieu of this adjustment, at maturity, the holders of the Notes will be entitled to receive an additional amount of cash equal to the product of the number of Notes held by the holder multiplied by the sum of the amount of cash plus the fair market value of other consideration (determined, as of the date this dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) so distributed or applied to the acquisition of the Underlying Stock in the tender offer or exchange offer applicable to a number of shares of the Underlying Stock equal to the Portfolio Composition Ratio. Each dilution adjustment will be effected as follows: • in the case of any dividend, distribution or issuance, at the opening of business on the Business Day next following the record date for determination of holders of the applicable Underlying Stock entitled to receive this dividend, distribution or issuance or, if the announcement of this dividend, distribution or issuance is after this record date, at the time this dividend, distribution or issuance was announced by the Underlying Issuer; • in the case of any subdivision, split, combination or reclassification, on the effective date of the transaction; • in the case of any Excess Purchase Payment for which the Underlying Issuer announces, at or prior to the time it commences the relevant share repurchase, the repurchase price per share for shares proposed to be repurchased, on the date of the announcement; and • in the case of any other Excess Purchase Payment, on the date that the ho...
Excess Purchase Payment has the meaning providing in Section 403(d).
Excess Purchase Payment. Excess Purchase Payment as defined under the Contracts.
Excess Purchase Payment means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiaries, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).
Excess Purchase Payment. Excess Purchase Payment as defined under the Contract.