Highest Per Share Price means the highest price that can be determined by the Disinterested Directors to have been paid at any time by the Substantial Shareholder for any share or shares of Common Stock of the Corporation. In determining the Highest Per Share Price, all purchases by the Substantial Shareholder for which price information is available to or known by the Disinterested Directors shall be taken into account regardless of whether the shares were purchased before or after the Substantial Shareholder became a Substantial Shareholder. The Highest Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Substantial Shareholder with respect to the shares of common stock of the Corporation acquired by the Substantial Shareholder. If the Disinterested Directors conclude that they are unable to determine the Highest Per Share Price, the Required Percentage vote requirement shall apply to such Business Combination, unless such Business Combination is approved by the affirmative vote of at least two-thirds of the Disinterested Directors pursuant to Section A(i) of this Article Twelve.
Highest Per Share Price shall in each case with respect to any class of stock reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.
Highest Per Share Price means the following: If there is only one class and series of Voting Stock of the Corporation issued and outstanding, the Highest Per Share price shall mean the highest per share price that can be determined to have been paid at or after the time the Acquiring Person by or on whose behalf, directly or indirectly, the Business Combination has been proposed, for any share or shares of that class and series of Voting Stock. If there is more than one class or series of Voting Stock issued and outstanding, as to each class or series, the Highest Per Share Price shall mean the higher of (i) the highest per share price that can be determined to have been paid at any time by the Acquiring Person by or on whose behalf, directly or indirectly, the Business Combination has been proposed for any share or shares or that class or series. (ii) the highest Preferential amount per share to which the holders of such class or series of Voting Stock would be entitled in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, (iii) if convertible into a class or series of Voting Stock which the Acquiring Person has purchased the highest price for such class or series of convertible stock determined by multiplying the number of shares of the class into which such Voting Stock is convertible by the highest per share price paid by the Acquiring Person for a share of the class or series of stock into which such class or series of convertible stock is convertible, or (iv) the equivalent price for such class or series as determined in good faith by a majority vote of the Continuing Directors. In determining the Highest Per Share Price, all purchases by an Acquiring Person shall be taken in to account after the Acquiring Person became an Acquiring Person. Further, the Highest Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers fees paid by the Acquiring Person with respect to the shares of Voting Stock of the Corporation acquired by the Acquiring Person. The Highest Per Share Price shall be appropriately adjusted to take into account stock dividends, subdivisions, combinations, reclassifications and similar events or transactions.
Examples of Highest Per Share Price in a sentence
The Highest Per Share Price and the Highest Equivalent Price shall be appropriately adjusted to take into account stock dividends, subdivisions, combinations and reclassifications.
In determining the Highest Per Share Price and Highest Equivalent Per Share Price, all purchases of Voting Stock and related securities of the Corporation by the Dominant Stockholder shall be taken into account regardless of whether they occurred before or after the Dominant Stockholder became a Dominant Stockholder.
The Highest Per Share Price and the Highest Equivalent Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers’ fees or other value paid by the Dominant Stockholder with respect to all Voting Stock and related securities acquired by the Dominant Stockholder.
Such determination shall be final, unless the Related Person becomes the Beneficial Owner of additional shares of Common Stock after the date of the earlier determination, in which case the Continuing Directors shall make a new determination as to the Highest Per Share Price for each class or series of shares prior to the consummation of the Business Combination.
Reference to "Highest Per Share Price" shall in each case with respect to any class of stock reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.
More Definitions of Highest Per Share Price
Highest Per Share Price means the highest price that can be determined to have been paid at any time within the two-year period immediately preceding the Business Combination by the Related Person for any share or shares of capital stock of the corporation which if continued to be held at the Record Date would be (or are) Voting Shares. In determining the Highest Per Share Price, all purchases, by the Related Person shall be taken into account regardless of whether the shares were purchased before or after the Related Person became a Related Person. Also, the Highest Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Related Person with respect to the shares acquired by that Related Person. Determination of the Highest Per Share Price as required from time to time by this Article Nine shall be made by at least two-thirds of the Continuing Directors then in office.
Highest Per Share Price and "Highest Equivalent Price" as used in this Article NINTH shall mean the following: If there is only one class of capital stock of the Corporation issued and outstanding, the Highest Per Share Price shall mean the highest per share price that can be determined to have been paid at any time by the Acquiring Person by or on whose behalf, directly or indirectly, the Business Combination has been proposed for any share or shares of that class of capital stock. If there is more than one class of capital stock of the Corporation issued and outstanding, the Highest Equivalent Price shall mean, with respect to each class and series of capital stock of the Corporation, the highest per share price equivalent of the highest price that can be determined to have been paid at any time by such Acquiring Person for any share or shares of any class or series of capital stock of the Corporation. In determining the Highest Per Share Price and Highest Equivalent Price all purchases by an Acquiring Person shall be taken into account regardless of whether the shares were purchased before or after the Acquiring Person became an Acquiring Person. Also, the Highest Per Share and the Highest Equivalent Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Acquiring Person with respect to the shares of capital stock of the Corporation acquired by the Acquiring Person. The Highest Per Share Price and the Highest Equivalent Price shall be appropriately adjusted to take into account stock dividends, subdivisions, combinations and reclassifications.
Highest Per Share Price and "Highest Equivalent Price" as used in this paragraph 4 of Article VII shall mean the highest price that can be determined to have been paid at any time by the Substantial Shareholder for any share or shares of that class of capital stock. If there is more than one class of capital stock of the Corporation issued and outstanding, the Highest Equivalent Price shall mean with respect to each class and series of capital stock of the Corporation the amount determined by a majority of the Continuing Directors, on whatever basis they believe is appropriate, to be the highest per share price equivalent to the highest price that can be determined to have been paid at any time by the Substantial Shareholder for any share or shares of any class or series of capital stock of the Corporation. In determining the Highest Per Share Price and Highest Equivalent Price, all purchases by the Substantial Shareholder shall be taken into account regardless of whether the shares were purchased before or after the Substantial Shareholder became a Substantial Shareholder. The Highest Per Share Price and the Highest Equivalent Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Substantial Shareholder with respect to the shares of capital stock of the Corporation acquired by the Substantial Shareholder. In the case of any Business Combination with a Substantial Shareholder, the Continuing Directors shall determine the Highest Per Share Price or the Highest Equivalent Price for each class and series of the capital stock of the Corporation.
Highest Per Share Price means, with respect to a Related Person, the highest price that can be determined to have been paid or agreed to be paid for any share or shares of any class or series of Voting Stock by such Related Person in a transaction that either (1) resulted in such Related Person's Beneficially Owning 15% or more of such class or series of Voting Stock outstanding or (2) was effected at a time when such Related Person Beneficially Owned 15% or more of such class or series of Voting Stock outstanding, in either case occurring not more than one year prior to the date of the Business Combination. In determining the Highest Per Share Price, appropriate adjustment will be made to take into account (w) distributions paid or payable in stock, (x) subdivisions of outstanding stock, (y) combinations of shares of stock into a smaller number of shares and (z) similar events.
Highest Per Share Price means with respect to any class or series of Capital Stock the highest of (a) the highest price per share that can be determined to have been paid at any time by the Related Person involved in the relevant Business Combination for any share or shares of such class or series of Capital Stock, or if such Related Person has not acquired any Capital Stock of such class or series, the highest equivalent, as determined by at least 66 2/3% of the Continuing Directors for a share of such class or series of such highest price for any other class or series of Capital Stock, (b) the highest preferential amount, if any, per share payable to shares of such class or series of Capital Stock in the event of a voluntary or involuntary liquidation of the Corporation, or the highest redemption price, if any, to which the holders of shares of such class or series of Capital Stock would be entitled, whichever is the highest, and (c) the Fair Market Value per share of such Capital Stock during the period of twenty (20) trading days immediately preceding the time the relevant Business Combination is first publicly announced, or during the period of twenty (20) trading days immediately preceding the time at which the Related Person became a Related Person, whichever is higher. In determining Highest Per Share Price, (x) all purchases by the Related Person shall be taken into account regardless of whether the share were purchased before or after the Related Person became a Related Person and (y) the Highest Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees or other value paid in connection with such purchases. A Related Person shall be deemed to have acquired a share of Capital Stock at the time when such Related Person became the Beneficial Owner thereof. The price deemed to have been paid by a Related Person for Capital Stock of which an Affiliate or Associate is the Beneficial Owner shall be priced that is the highest of (a) the price paid upon the acquisition thereof by the relevant Affiliate or Associate (if any, and whether or not such Affiliate or Associate was a Affiliate or Associate at the time of such acquisition), and (b) the Fair Market Value per share of such Capital Stock during the 20 trading days immediately preceding the time at which the Related Person became the Beneficial Owner thereof. In any determination of the price or prices paid or deemed to have been paid by any Person, and in any determination of the H...
Highest Per Share Price means, with respect to a Related Person, the highest price that can be determined to have been paid or agreed to be paid for any share or shares of the Common Stock or Voting Stock by such Related Person in a transaction that either (1) resulted in such Related Person's Beneficially Owning 15% or more of the Common Stock or Voting Stock outstanding or (2) was effected at a time when such Related Person Beneficially Owned 15% or more of the Common Stock or Voting Stock outstanding, in either case occurring not more than one year prior to the date of the Business Combination. In determining the Highest Per Share Price, appropriate adjustment will be made to take into account (w) distributions paid or payable in stock, (x) subdivisions of outstanding stock, (y) combinations of shares of stock into a smaller number of shares and (z) similar events.
Highest Per Share Price means the highest of (i) the highest per share price paid in order to acquire any shares of Voting Stock by or on behalf of the Control Person or any Affiliate or Associate thereof; (ii) the highest Market Value per share of the Voting Stock during the thirty (30) day periods ending (A) the date of the first public announcement of a proposed Business Combination or (a) the date on which the specified person became a Control Person, whichever is higher; and (iii) if applicable, the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. For the purposes of this definition, (i) the price deemed to have been paid by a Control Person for any shares of Voting Stock of which an Affiliate or Associate is the beneficial owner shall be the price which is the highest of (A) the price paid upon the acquisition thereof by the relevant Affiliate or Associates (if any, and whether or not such Affiliate or Associate was an Affiliate or Associate ad the time of such acquisition) or (a) the Market Value of such Voting Stock on the day when the Control Person became a beneficial owner thereof, (ii) in determining the Highest Price Per Share Price, all purchases by the Control Person shall be taken into account, regardless of whether the shares were purchased before or after the Control Person became a Control Person, (iii) a person shall be deemed to have acquired a share of Voting Stock at the time such Person became the beneficial owner thereof, (iv) the price per share shall include any brokerage commissions, transfer taxes, soliciting dealer fees or other value and (v) appropriate adjustments shall be made to reflect the relevant effect of any stock dividends, splits and distributions and any combination or reclassification of Voting Stock.