Examples of Replacement SAR in a sentence
The base price of Continuing Corporation Common Stock for purposes of each Replacement SAR shall equal (y) the base price of SMMF Common Stock subject to such SMMF SAR divided by (z) the Exchange Ratio, rounded up to the nearest whole cent.
The Award Agreement with respect to such Replacement SARs shall provide that the Grantee may exercise a Replacement SAR at the same time as if the Grantee had held the Replacement SAR since the grant date of the Sears SAR it replaces, subject to the limitations of Article 8(c), if applicable.
The terms and conditions of each Replacement Option (or set of Replacement Options) or Replacement SAR granted in substitution for any given Predecessor Option are as shown on Schedule I (except that the number of covered shares or units there shown shall be proportionately reduced to reflect the extent, if any, to which the related Predecessor Option is exercised or otherwise terminated prior to the Effective Time and except as provided in the next sentence) and are as otherwise provided in this Plan.
Except as provided in this item (n), the terms and conditions of the Replacement SARs will be the same as the Alamos SAR for which it is exchanged, any document or agreement previously evidencing an Alamos SAR shall thereafter evidence and be deemed to evidence such Replacement SAR and AuRico shall assume, and shall pay, discharge and perform the liabilities and obligations of Alamos under the Alamos SAR plan and amended by this item (n).
Each Alamos SAR outstanding prior to the Effective Time shall be exchanged for an award (a “ Replacement SAR”) granted by AuRico and the value of such Replacement SAR shall be equal to the value of such Alamos SAR immediately prior to the Effective Time and shall be determined with reference to AuRico Shares (or any shares for which such AuRico Shares are converted, including Amalco Shares) based on the Alamos Exchange Ratio.
For purposes of this Section, "immediate family members" shall consist of the spouse of the grantee of the Predecessor Option to which a Replacement Option or Replacement SAR relates or such grantee's issue (whether natural, adopted, or in the process of adoption), spouse of issue, or ancestor.
Such Replacement SAR shall provide for an exercise price (if any) per Vivendi ADS equal to the exercise price per Seagram Common Share of such Seagram SAR immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest cent).
Each Replacement SAR shall be exercisable by the holder in accordance with its terms for the entire duration of the Replacement SAR, regardless of whether the grantee then has any employee or director relationship with the Company, LADD, or any other Company subsidiary.
An example of this calculation is provided in Question 10 of the “Summary Term Sheet.” The classes of eligible SARs and their applicable exchange ratios are provided in the following table: Exchange Ratio: SARs to be Exchanged for Class Grant Date One Replacement SAR All eligible options and SARs have grant prices in excess of $16.00 per share or unit.
The benefit for each Replacement SAR granted in replacement of a limited stock appreciation right ("Replacement LSAR") identified with a Sears Option shall be equal to the difference between the Change of Control Value of a share of Stock on the date of exercise of such Replacement SAR and the Option Price of the related Replacement Option.