per Share means the cash plus the fair market value, as determined in good faith by the Committee, of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.
per Share or “EPS” means the Company’s fiscal year 2019 and 2020 and 2021 diluted earnings per share reported in its annual report on Form 10-K for the applicable years. The Committee, in its discretion, may determine to adjust the results by excluding some or all of the effects of certain unusual items. “TSR Rank” means the aggregate total shareholder return on Shares over the approximately three year period beginning October 24, 2018 and ending on the day the Company’s earnings are announced following the close of the Company’s 2021 fiscal year, ranked against the total shareholder return over the same three year period for each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading volume weighted average price over the period from October 4, 2018 to November 14, 2018, and an ending price equal to the trading volume weighted average price over the period beginning 14 trading days before and ending 15 trading days after the date of the release of the Company’s fiscal year 2021 earnings, and accounting for reinvestment of dividends over this period; provided, however, that if the date of the release of the Company’s fiscal year 2021 earnings is fewer than 15 trading days prior to November 21, 2021, then the ending price will be equal to the average price over the 30-trading day period ending on November 21, 2021. For purposes of this provision, TSR will be calculated using the trading volume weighted average share price for Visa Inc. and the simple average of the closing prices for the S&P 500.
per Share in [specify same form of funds as in Specified Funds below]] Form of Designated Shares: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] Specified Funds for Payment of Purchase Price: [New York] Clearing House (same day) funds [Describe any blackout provisions with respect to the Designated Shares] Time of Delivery:
a. m. (New York City time), .................., ........
Examples of per Share in a sentence
The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.
The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
A dealing request received after this time will be held over and processed on the next Dealing Day, using the Net Asset Value per Share calculated as at the Valuation Point on that next Dealing Day.
Subject to the terms and conditions hereof, you irrevocably subscribe for and agree to purchase from the Company the number of Shares set forth on the signature page to this Agreement at a purchase price of $20.00 per Share for the total amount set forth on the signature page (the “Purchase Price”).
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share.
More Definitions of per Share
per Share means the arithmetic mean of the high and low prices per share as reported on such date on the composite tape of the principal national securities exchange on which such shares are listed or admitted to trading, or, if no composite tape exists for such national securities exchange on such date, then on the principal national securities exchange on which such shares are listed or admitted to trading, or, if the shares are not listed or admitted on a national securities exchange, the arithmetic mean of the per share closing bid price and per share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if no sale of shares shall have been reported on such composite tape or such national securities exchange on such date or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the shares have been so reported or quoted shall be used to calculate the Public Share FMV.
per Share. (the "Put Exercise Price"). In addition, at any time after (i) the Note becomes due and payable in full by virtue of having been accelerated, (ii) Westrec has failed to purchase timely any Shares hereunder as to which Purchaser has delivered a Put Exercise Notice, (iii) Westrec makes any distribution to its stockholders which is out of the ordinary course of its business, (iv) Westrec incurs any additional indebtedness, other than indebtedness incurred in the ordinary course of its business, or (v) Westrec sells, transfers or otherwise conveys a material amount of its assets for consideration which is less than the fair market value of such assets (or a subsidiary of Westrec sells an amount of its assets which is material to Westrec for consideration which is less than the fair market value of such assets), Purchaser may exercise the Put Option in full and cause Westrec to purchase all remaining Shares by providing written notice in the manner set forth in Section 3 below, and any date specified by Purchaser in such notice in accordance with Section 3 (which date shall in no event be later than January 31, 2001) shall be deemed the Put Option Exercise Date for such exercise. Westrec shall give Purchaser notice promptly upon the occurrence of any event described in (iii) through (v) above.
per Share means, on any given date (i) if the Shares are then listed on a national stock exchange, the closing price per Share on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which the Shares were traded; (ii) if the Shares are not then listed on a national exchange, but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares for such date as traded in such over-the-counter market, as determined by the Committee, or (iii) if the Shares are not then listed on a national stock exchange or traded on an over-the-counter market, the "Fair Market Value Price" as defined in the Securities Purchase and Holders Agreement.
per Share. (the "Offer Price") in cash, without interest, less any required withholding taxes. See Section 1, "The Offer-Terms of the Offer," beginning on page 46 for a description of the terms of the Offer. o Currently, the Continuing Shareholders own approximately 62.58% of the outstanding Shares of Judge Group. All of these Shares will be contributed to Purchaser immediately prior to the consummation of the Offer. See Section 8, "The Offer-Certain Information Concerning Continuing Shareholders and Purchaser", beginning on page 59 and Schedule B for more information on the security holdings of the Continuing Shareholders. o The Offer is conditioned on, among other things: o At least a majority of the Shares outstanding as of May 19, excluding Shares beneficially owned by Continuing Shareholders and the executive officers of Judge Group, are tendered in the Offer (the "Majority of the Minority Condition"). According to information provided by Judge Group to Purchaser, as of May 19, 2003, there were approximately 13,462,382 Shares outstanding. Based on the foregoing information provided by Judge Group to Purchaser, the tender of approximately 2,504,030 Shares held by shareholders other than Continuing Shareholders and Judge Group's executive officers will satisfy the Majority of the Minority Condition; o After Shares are purchased pursuant to the Offer, Purchaser would own at least 80% of the outstanding Shares (the "Minimum Tender Condition"). Based on the information provided by Judge Group, if Purchaser was to purchase approximately 2,345,081 Shares pursuant to the Offer, the Minimum Tender Condition would be met. If the Majority of the Minority Condition is satisfied, the Minimum Tender Condition will also be satisfied. o The special committee of independent directors of Judge Group ("Special Committee") not having modified or withdrawn its recommendation to shareholders that they tender their Shares in the Offer; and See Section 11, "The Offer-Certain Conditions of the Offer," beginning on page 64 for a complete description of all of the conditions to which the Offer is subject. o This is a "going private" transaction. If the tender offer is successful Purchaser will immediately cause Judge Group to merge with Purchaser (the "Merger") and, as a result: o Continuing Shareholders, through Purchaser, will own all of the equity interests in Judge Group; o You will no longer have any interest in Judge Group's future earnings or growth; o Judge Group will no longer be...
per Share. Total: Over-allotment option: Other Provisions of or Amendments to Underwriting Agreement: Purchased Securities Closing Date, Time and Location: Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 6(d) at the Closixx Xxxe: SCHEDULE B SENIOR SECURITIES Name of Underwriters Amount [Insert Name]................................................... [Insert Name]................................................... [Insert Name]................................................... Total $ SCHEDULE B SUBORDINATED SECURITIES Name of Underwriters Amount [Insert Name].................................................... [Insert Name].................................................... [Insert Name].................................................... Total $ SCHEDULE B COMMON STOCK Name of Underwriters No. of Shares [Insert Name].................................................. [Insert Name].................................................. [Insert Name].................................................. Total EXHIBIT A Form of Opinion of Company's Counsel (To Be Delivered pursuant to Section 5(b))
per Share. [The Shares offered hereby may be offered by the Underwriters from time to time for sale in one or more transactions on the New York Stock Exchange or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices, subject to prior sale when, as and if delivered to and accepted by the Underwriters. The Underwriters may effect such transactions by selling Shares to or through dealers.] [Formula]] Purchase Price by Underwriters:
per Share in [specify same form of funds as in Specified Funds below]] Form of Designated Shares: [Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives]] Specified Funds for Payment of Purchase Price: [Federal (next day)][New York] Clearing House (next day) funds [Describe any blackout provisions with respect to the Designated Shares] Time of Delivery:
a. m. (New York City time), ................., 19.. Closing Location: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]: SCHEDULE III Material Subsidiaries Material Domestic Subsidiaries Xxxxxxxxxx Xxx. Scholastic Book Fairs, Inc. California School Book Fairs, Inc. Scholastic Book Clubs, Inc. Scholastic Productions, Inc. Scholastic Trumpet Book Clubs, Inc. Material Foreign Subsidiaries Scholastic Australia Pty. Ltd.