Fair Price Provisions definition

Fair Price Provisions means ARTICLE SEVENTH of these Articles of Incorporation, and any successor provision thereto.
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Fair Price Provisions means ARTICLE SEVENTH of the Articles, and any successor provision thereto.
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Fair Price Provisions means Article X of this Certificate of Incorporation, and any successor provision thereto.
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Examples of Fair Price Provisions in a sentence

  • Fair Price Provisions Vote for management proposals to adopt a fair price provision, as long as the shareholder vote requirement embedded in the provision is no more than a majority of the disinterested shares.

  • Fair Price Provisions Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis, evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

  • Fair Price Provisions – FBP will generally favor proposals for fair price provisions that prohibit an acquirer from employing a two-tiered pricing scheme by offering a higher price for a sufficient number of shares to gain control and a lower price for the balance of shares.

  • Table of Contents Pursuant to Georgia law, HealthTronics has not elected in its Bylaws to be subject to the Business Combination Provisions or the Fair Price Provisions and, as such, they are inapplicable to the Merger.

  • Note 9 — Stockholders’ Equity Fair Price Provisions and Other Anti-Takeover Measures The Company’s Restated Certificate of Incorporation, as amended, contains certain provisions restricting business combinations with interested stockholders under certain circumstances and imposing higher voting requirements for the approval of certain transactions (“fair price” provision).

  • Pursuant to Georgia law, Innotrac has not elected in its bylaws to be subject to the Business Combination Provisions or the Fair Price Provisions and, as such, they are inapplicable to the Merger.

  • Note 9 — Stockholders’ Equity Fair Price Provisions and Other Anti-Takeover Measures The Company’s Restated Certificate of Incorporation, as amended, contains certain provisions restricting business combinations with interestedstockholders under certain circumstances and imposing higher voting requirements for the approval of certain transactions (“fair price” provision).

  • Fair Price Provisions The ParentCo Articles contain "fair price" provisions which are substantially similar to those contained in SDG&E's Restated Articles.

  • Table 4 highlights the key differences in the nine models identified by WHO.


More Definitions of Fair Price Provisions

Fair Price Provisions means ARTICLE SEVENTH of the Articles, and any successor provision thereto. "FCC" means the Federal Communications Commission. "First Closing" has the meaning specified in Section 2.1(a) hereof. "First Closing Company Notice" has the meaning specified in Section 2.1(a) hereof. "First Closing FT/DT Notice" has the meaning specified in Section 2.1(a) hereof. "First Closing Notice" means either a First Closing Company Notice or a First Closing FT/DT Notice. "Fix" or "Fixed" means in relation to the Conversion Price, the initial establishment of the Conversion Price in accordance with Section 3(b) of the Class A Provisions. "Fixed Closing Date" means the date of the first closing to occur hereunder after the date on which the Conversion Price is Fixed. "France" means the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. "French Translation Law" means the loi n(degrees) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise. "FT" has the meaning set forth in the preamble. "FT Disclosure Schedule" means the disclosure schedule of FT delivered to the Company on the date hereof. "FT Investor Confidentiality Agreement" means the confidentiality agreement between the Company and FT, reasonably satisfactory in form and substance to each party. "FT Law and Decrees" means (a) Loi n(degrees) 90-568 du 2 juillet 1990 relative a l'organisation du service public de la poste et des telecommunications (as amended by Loi n(degrees) 91-1406 du 31 decembre 1991 portant diverses dispositions d'ordre social), (b) Decret n(degrees) 90-1112 du 12 decembre 1990 portant statut de France Telecom (as amended by Decret n(degrees) 95-460 du 25 avril 1995 modifiant le decret n(degrees) 90-1112 du 12 decembre 1990 portant statut de France Telecom), (c) Decret n(degrees) 90-1213 du 29 decembre 1990 relatif au cahier des charges de France Telecom et au code des postes et telecommunications, and (d) Decret n(degrees) 94-185 du 24 fevrier 1994 approuvant une modification du cahier des charges de France Telecom. "GAAP" means United States generally accepted accounting principles as in effect from time to time. "Germany" means the Federal Republic of Germany. "German Fee Regulations" has the meaning specified in Section 10.2 hereof. "Governmental Approval" means any consent, waiver, grant, concession or License of, registration or filing with, or declaration, report or notice to, any Governmental Authority. "Government...
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Related to Fair Price Provisions

  • fair price, means the price that is determined by financial advisor approved by the SEC.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • SOFR Adjustment means 0.10% (10 basis points).

  • 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.

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

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Adjustment Provisions means all relevant provisions of these Conditions which provide for any adjustment, delay, modification, cancellation or determination in relation to an Index, the valuation procedure for an Index or the Preference Shares. This shall include the provisions of Condition 11 (Calculation Agent Modifications) and all subsequent Conditions.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Initial Reference Price means the official closing price of the Underlying Share on Strike Date.

  • SAR Price means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

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

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

  • SAFE Price means the price per share equal to (x) the Valuation Cap divided by (y) the Fully Diluted Capitalization.

  • Omnibus Share means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

  • Nodal Reference Price at each location shall mean the 97th percentile price differential between day-ahead and real-time prices experienced over the corresponding two-month reference period in the prior calendar year. Reference periods will be Jan-Feb, Mar-Apr, May- Jun, Jul-Aug, Sept-Oct, Nov-Dec. For any given current-year month, the reference period months will be the set of two months in the prior calendar year that include the month corresponding to the current month. For example, July and August 2003 would each use July- August 2002 as their reference period.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page.

  • The Price means the price payable to the Supplier under the Contract for the full and proper performance of its contractual obligations.

  • Additional Provisions shall have the meaning set forth in Section 15.01.

  • Effective Price of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 4F, into the aggregate consideration received, or deemed to have been received, by the Company for such issue under this Section 4F, for such Additional Shares of Common Stock.

  • Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.