Change of Control Value definition

Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

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Change of Control Value means the Fair Market Value of a Share on the date of a Change of Control.

Change of Control Value means, for the purposes of Clause (B) of Paragraph (e) of Article XII and Clause (B) of Paragraph (f) of Article XII, the amount determined in Clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any merger, consolidation, sale of assets or dissolution transaction, (ii) the per share price offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place or (iii) if a Corporate Change occurs other than as described in Clause (i) or Clause (ii), the fair market value per share determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of an Option or Stock Appreciation Right. If the consideration offered to stockholders of the Company in any transaction described in this Paragraph or Paragraphs (e) and (f) of Article XII consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

Examples of Change of Control Value in a sentence

The Company may, in its sole discretion, at any time before or after any SAR is granted, provide that upon the exercise of an SAR during the 60-day period from and after the date of a Change of Control, the Participant shall receive an amount in cash equal to the excess, if any, of then aggregate Change of Control Value of his or her SAR Units over the then aggregate Grant Value of such SAR Units on the date in such period set by the Company.
For the avoidance of doubt, the Change of Control Payment is not cumulative, such that only the highest applicable Change of Control Value shall apply in calculating the Change of Control Payment.
If Holders of a majority of the Initial Party Securities and the Surviving Person agree within such fifteen (15)-day period on such Change of Control Value, then the Change of Control Value as so agreed shall be the Change of Control Value at which the Surviving Person will purchase all Initial Party Securities that are tendered pursuant to the Change of Control Offer.
The Change of Control Value determined in the Change of Control Appraisal shall be the price used for purposes of the Change of Control Offer.

More Definitions of Change of Control Value

Change of Control Value shall equal the amount determined by whichever of the following items is applicable:

Change of Control Value shall be equal to whichever of the following items is applicable to the Change of Control:

Change of Control Value means the amount determined in accordance with Section 9.4.

Change of Control Value means

Change of Control Value means (i) the per share price offered to stockholders of the Company in any merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if a Change of Control occurs other than pursuant (i) or (ii) above, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is

Change of Control Value shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which this Option, if being surrendered are exercisable, as determined by the Board as of the date determined by the Board to be the date of cancellation and surrender of this Option. In the event that the consideration offered to stockholders of the Company in any transaction described in this subparagraph (c) or subparagraph (b) above consists of anything other than cash, the Board shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

Change of Control Value means the amount determined in Clause (i), (ii) or (iii), whichever is applicable, as follows:

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