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 (same-day) funds [Describe any blackout provisions with respect to the Designated Shares] Time of Delivery:
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.
Examples of per Share in a sentence
Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.
In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator.
Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction.
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.
In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
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 sum of KeyCorp’s annual earnings per share for the three fiscal years in the Performance Period, as reported in the Form 10-Ks filed by KeyCorp for such fiscal years, adjusted to remove the impact of changes in allowance for loan losses in consideration of CECL. Peer Group: KeyCorp’s peer group, as determined annually by the Compensation and Organization Committee of the Board of Directors and identified in KeyCorp’s proxy statement. ____________________________________________________________________________ The Participant must accept the Award online within one year from the date of grant and in accordance with the procedures established by KeyCorp and the Award administrator or this Award Agreement may be cancelled by KeyCorp, in its sole discretion. By accepting the Award in accordance with these procedures, the Participant acknowledges that: • This Award is subject to the KeyCorp Incentive Compensation Program and Policy and the KeyCorp Compensation Recovery Policy, each as amended from time to time. The Participant understands and agrees that the Award is subject to risk adjustment and/or clawback in accordance with the procedures set forth therein. These procedures permit Key, in its sole discretion, to decrease, forfeit, delay vesting or payment for a reasonable period of time, or initiate a clawback of all or any part of the Award or the cash underlying any portion of the Award that becomes vested and/or is paid under certain circumstances, including, without limitation, in the event that the Participant receives a "Does Not Meet" risk rating as part of the Participant’s annual performance review, and/or in the event of a significant credit, market or operational loss or significant risk event (e.g., high criticality findings, significant failures in the control environment, etc.) (collectively referred to as “risk events”). If a risk event occurs, whether at the individual or business level, a root cause analysis may be conducted, which may result in a risk adjustment of the Award. • The Participant understands that as a condition to receiving the Award, the Participant must agree to be bound by and comply with the terms and conditions of the Plan, the Award Agreement and related Acceptance Agreement. As soon as the Participant accepts the Award, the terms and conditions of the Award Agreement and Acceptance Agreement will constitute a legal contract that will bind both the Participant and KeyCorp. PC (2024)
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. Aggregate Purchase Price: USD ___________ (Each unit is one common share and one warrant at strike price of $.82 exercisable within 24 months)
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. Amount is defined in the Background, and includes such higher amount as may be paid in the Offer.
per Share. Subject to Section 3(c) of the Option Agreement