Transaction Share Price definition

Transaction Share Price means the price per Share to be paid or distributed to the Company’s stockholders in the Corporate Transaction or Liquidity Event which, in the case of a Parent Liquidity Event, shall be the amount deemed to be paid to the Company’s stockholders pursuant to the penultimate sentence in Section 8.1. The value of any non-cash consideration paid or distributed in the Corporate Transaction or Liquidity Event shall be determined by the Committee.

Transaction Share Price means (i) for purposes of calculating a payment under clause (A) or (B) of Paragraph 2 of the letter agreement, $43.45 and (ii) for purposes of calculating a payment under clause (C), (D) or (E) of Paragraph 2 of the letter agreement, $54.12 (i.e., the per share value of the Class A and Class B Common Stock prior to the increase in the capitalization of the Company in connection with the Transaction).

Transaction Share Price means the Preferred Share Price or the Ordinary Share Price, according to the class of the Purchased Shares to be purchased pursuant to Section 2.2 hereof.

Examples of Transaction Share Price in a sentence

• The number of Earnout Shares to be issued for any Calculation Period shall be determined by dividing the amount of the Earnout Payment for such Calculation Period to be paid in Earnout Shares by the Transaction Share Price determined for the period consisting of the ten (10) consecutive trading days ending on the Business Day prior to the date of payment.

• The cash proceeds of any such sale shall remain in the Escrow Account, provided that if the market price per share of the Escrow Shares exceeds the Transaction Share Price at the time of such sale, any profit from such sale may be released to the Shareholders’ Representative for distribution to the Significant Shareholders to the extent such amounts are not subject to a pending indemnification claim.

• For purposes of satisfying indemnification claims using Escrow Shares, Escrow Shares shall be valued at the Transaction Share Price.

• In the case of both an Acquiring Corporate Transaction and a Divestiture Corporate Transaction, Share Price shall be measured on the consummation of each such Applicable Corporate Transaction, subject to adjustment as a result of distributions and/or dividends made to stockholders of record after the Date of Grant and the impact of Applicable Corporate Transactions on the Share Price.

• The purchase price for the Common Stock to be purchased with the Commitment shall be the lesser of: (a) the Transaction Share Price and (b) 85% of the average closing price of a share of Common Stock during the 20 trading days ending with the trading day three days prior to the Effective Time.

More Definitions of Transaction Share Price

Transaction Share Price has the meaning attributed to that term in Section 2.3(4).

Transaction Share Price has the meaning set forth in Section 2.1(c).

Transaction Share Price means (i) for purposes of calculating a payment in respect of shares of Class A or Class B Common Stock subject to Stock Awards or Stock Options that are forfeited or terminated prior to the Acquisition Effective Date, $54.12 and (ii) for purposes of calculating a payment in respect of shares of Class A or Class B Common Stock subject to Stock Awards, Stock Options or Incentive Stock Grants that, in any such case, are cancelled pursuant to this Section 4.04 on or after the Acquisition Effective Date, $43.42 (i.e., the per share value of the Class A and Class B Common Stock after the increase in the capitalization of Employer in connection with the Transaction). Subject to Section 13.10, such payment shall be made to Employee in five installments, with the first such installment payable as soon as reasonably practicable, but no more than 10 business days, after the Acquisition Effective Date and equal to the greater of (i) 20% of the full amount of such payment and (ii) the aggregate income taxes payable by Employee with respect to the accelerated vesting of the Stock Award pursuant to this Section 4.04(c). Subject to Section 13.10, the balance of the amount payable to Employee pursuant to this Section 4.04(c) shall be paid in four equal installments, with interest at an annual rate of 12%, on each of the first four anniversaries of the Acquisition Effective Date. Annex H hereto sets forth an example of the calculations under this Section 4.04(c).

Transaction Share Price means the weighted average of the closing prices of the Respironics Common Stock as reported on the National Market System ("NMS") of the National Association of Securities Dealers, Inc. ("NASD") for a period consisting of 20 consecutive trading days ending on the third trading day prior to the Closing Date, in each case as reported in The Wall Street Journal; provided, that if such weighted average ----------------------- -------- closing sales price is less than $26.03 per share of Respironics Common Stock, then the Transaction Share Price shall be $26.03 per share; and, provided -------- further, that if such weighted average closing sales price is greater than ------- $31.03 per share of Respironics Common Stock, then the Transaction Share Price shall be $31.03.

Transaction Share Price shall be equal to the lesser of (A) $10.00 per share of Parent Common Stock and (B) the average of (i) $7.5715 per share and (ii) the average closing price of a share of Parent Common Stock during the 20 trading days ending with the trading day three days prior to the Effective Time.

Transaction Share Price means the consideration (on a per Share basis) that holders of the Company’s common stock receive in connection with the Change in Control in which the Company is not the surviving entity.Page 3 of 7

Transaction Share Price means, as applicable, (i) in connection with a Financing, the per share price in the applicable Financing determined by dividing the pre-money valuation of the Company by the number of shares of Common Stock outstanding on a fully-diluted and as converted basis immediately prior to the applicable Financing (excluding for this purpose potential “Future RSUs” that have not yet been granted to Founder and other founding members of the Company, but including any such “Future RSUs” that may be granted to Founder and other founding members of the Company in the applicable Financing, even if such Future RSUs are Waived RSUs); (ii) in connection with a Public Offering, the midpoint of the price range first set forth in the prospectus for such Public Offering; or (iii) in connection with a Change in Control, the price of a share of Common Stock implied by the consideration that is reasonably expected to be paid to holders of Common Stock in such Change in Control with any contingent consideration payable in such Change in Control valued in good faith by the Board.