Calculation of Total Shareholder Return Clause Samples

Calculation of Total Shareholder Return. “Total Shareholder Return” for the Company and each company in the Peer Groups shall include dividends paid and shall be determined as follows:

Calculation of Total Shareholder Return. At the end of each Performance Period, the total shareholder return (“Total Shareholder Return” or “TSR”) of the Company and each of the Peer Group Companies (as defined below) shall be calculated by dividing (i) the Closing Share Value, as such synonymous term is defined for purposes of the Company’s Long-Term Equity Incentive Program for executive officers approved by the Committee for such year (the “Program”) by (ii) the Opening Share Value, as such synonymous term is defined under the Program. For the avoidance of doubt, for calendar year 2015, “Closing Share Value” and “Opening Share Value” shall equal the simple average closing price per share for each trading day during 2015 and 2014, respectively. The TSR of the Company and each of the Peer Group Companies shall be adjusted to give appropriate effects to any stock splits, reverse stock splits and similar transactions, as determined by the Committee.

Calculation of Total Shareholder Return. Total shareholder return for any given common stock shall be expressed as a percentage and calculated by: (i) subtracting (a) the beginning average stock price for one share of stock (determined by calculating the average closing stock price during the two calendar months preceding the beginning of the performance period) from (b) the ending average stock price for such share of stock (determined by calculating the average closing stock price during the final two calendar months of the performance period, after taking into account the affect of any stock dividends, stock splits, consolidations, recapitalizations, reorganizations or like events with respect to such share); and (ii) adding to the difference determined under subparagraph (i) above, all cash dividends actually paid on such share of stock during the performance period; and (iii) dividing the sum determined by subparagraphs (i) and (ii) above by the beginning average stock price determined pursuant to subparagraph (i)(a) above.

Calculation of Total Shareholder Return

Related to Calculation of Total Shareholder Return

Minimum Shareholders’ Equity The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $500,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Ninth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).
Measurement Period In this Agreement, unless the contrary intention appears, a reference to:
Shareholders’ Equity Permit Gannett’s Total Shareholders’ Equity at any time to be less than $3,500,000,000.
Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.
Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1