Valued Shares definition

Valued Shares means (i) where Cash Settlement is applicable to such Valuation Period, a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period and (ii) where Net Share Settlement is applicable to such Valuation Period, (x) a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, multiplied by (y) the Settlement Price for such Valuation Period, divided by (z) the Forward Price for the last Valuation Date of such Valuation Period. Accelerated Unwind: Subject to Section 12(b), Counterparty may, by providing Bank at least fifteen (15) calendar days’ notice (a “Settlement Notice”), irrevocably elect to accelerate the Initial Valuation Date or the Settlement Date, as the case may be, for all or a portion of the Number of Shares (such portion of the Number of Shares specified in such Settlement Notice, the “Unwind Shares”) to a Relevant Day specified by Counterparty in such Settlement Notice, which Settlement Notice shall also specify Counterparty’s Settlement Method Election, if any, for all such Unwind Shares (which Settlement Method Election shall, for the avoidance of doubt, meet the requirements therefor set forth opposite the caption “Settlement Method Election” below). Counterparty may not designate an Initial Valuation Date that occurs during (i) a Valuation Period relating to another Initial Valuation Date designated pursuant to this paragraph, or (ii) the Valuation Period with respect to the scheduled Settlement Date under this Confirmation or (iii) a valuation period (however defined) under any agreement similar to the Transaction as described in Section 11(d) (it being understood that the Initial Valuation Date will not occur during such a valuation period (however defined) under the Other Confirmations (as defined below) if no exchange business day (however defined) of such valuation period would occur on a Relevant Day under this Confirmation). Upon the acceleration of the Initial Valuation Date or Settlement Date as described above with respect to a portion but not all of the Number of Shares, the Transaction shall be treated as if it were two transactions with terms identical to those of the Transaction, except that (i) the first such transaction shall have a Number of Shares equal to the number of Unwind Shares and an Initial Valuation Date or Settlement Date, as the...
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Valued Shares has the meaning assigned to such term in Section 8.1 hereof.
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Examples of Valued Shares in a sentence

  • Upon the occurrence of a Sale of the Company or a Qualified Public Offering, all shares of Executive Common Stock which have not yet become Time Valued Shares shall become Time Valued Shares at the time of such event.

  • The number of Regular Shares and Time Valued Shares to be repurchased hereunder shall be allocated among the Company and each member of Management pro rata according to the number of shares of Executive Common Stock to be purchased by each of them.

  • The number of Regular Shares and Time Valued Shares to be repurchased hereunder shall be allocated among the Company, Management and CVC pro rata according to the number of shares of Executive Common Stock to be purchased by each of them.

  • If the Shareholders reach an agreement with such twenty (20) Business Days, then the agreed value shall be the "Value" of the Valued Shares.

  • Any determination of the Value of the Valued Shares pursuant to this Article VIII shall be final and binding upon the Parties.

  • If the Umpire Valuation falls within ten percent (10%) of the average of the Appraiser Valuations, the Umpire Valuation shall be treated as the Value of the Valued Shares.

  • If the Umpire Valuation falls outside the two Appraiser Valuations, the Appraiser Valuation to which the Umpire Valuation is the closest shall be treated as the Value of the Valued Shares.

  • If the Appraiser Valuations determined pursuant to Section 8,1 do not differ by more than ten percent (10%) of the lower of the two valuations proposed by the Shareholders (the "Shareholder Valuations"), the average of the two Appraiser Valuations shall be treated as the Value of the Valued Shares.

  • Any Shares required to be valued hereunder (the "Valued Shares") shall be valued in accordance with the provisions of this Article VIII.

  • The number of Regular Shares and Time Valued Shares to be repurchased hereunder will be allocated among Executive and such transferees of Executive Common Stock (if any) pro rata according to the number of shares of Executive Common Stock to be purchased from such persons.

Related to Valued Shares

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Common Shares means the common shares in the capital of the Corporation;

  • Dividend Shares means any shares of Common Stock issuable in lieu of cash dividends paid or to be paid on the Series A Preferred.

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Limited Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Optioned Shares means the shares of Common Stock that are issued pursuant to the exercise of the Options;

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Company Shares means the common shares in the capital of the Company;

  • Deferred Shares means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.

  • Retained Shares has the meaning set forth in the recitals.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Unissued Option Shares means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.