Change In Control Price

Change In Control Price. Means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows:

Change In Control Price. As determined by the Board: (i) the highest Fair Market Value of a Share within the 60 day period immediately preceding the date of determination of the Change in Control Price by the Board (the "60-Day Period"), or (ii) the highest price paid or offered per Share, as determined by the Board, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at any time within the 60-Day Period, or (iii) some lower price as the Board, in its discretion, determines... to be a reasonable estimate of the fair market value of a Share; provided, however, that in the case of an Option or SAR granted after October 3, 2004, the Change in Control Price shall be the Fair Market Value of a Share on the date the Option or SAR is terminated in exchange for a cash payment pursuant to Section 11(b)(iv) View More

Change In Control Price. The higher of (i) if applicable, the price paid for the Common Stock in the transaction constituting Change in Control and (ii) the closing price per share of Common Stock as reported in the New York Stock Exchange Composite Transactions on the last trading day preceding the date of the Change in Control

Change In Control Price. With respect to a Share, (i) the price per Share as set forth in the sale, merger or similar agreement giving rise to the Change in Control, or (ii) if there is no such agreement and except as provided in clause (iii) below, the average per share closing sales price of a Share (rounded to four decimal places), as reported on the New York Stock Exchange Consolidated Tape, over the ten consecutive trading day period prior to and including the date of a Change in Control, or (iii) in the case of a... complete liquidation of the Company, the price per Share as determined in the plan of liquidation; provided, however, that in the case of Incentive Stock Options, Change in Control Price shall be the Fair Market Value of such Share on the date such Incentive Stock Option is exercised or deemed exercised pursuant to Section 10(b). To the extent the consideration paid in any such Change in Control transaction consists in full or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board. View More

Change In Control Price. The term "Change in Control Price" shall mean the highest price per share of Stock paid in a transaction or event that results in a Change in Control.

Change In Control Price. The highest price per share of Common Stock paid in any transaction reported on the Nasdaq National Market or paid or offered in any bona fide transaction related to a Change in Control at any time during the 60-day period immediately preceding the occurrence of the Change in Control, in each case as determined by the Committee.

Change In Control Price. The greater of (i) the price per share of Common Stock immediately preceding any transaction resulting in a Change in Control or (ii) the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), except that, in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, such price... shall be the Fair Market Value on the date on which the cash out described in Section 10(a) occurs View More

Change In Control Price. The highest of (i) if the Common Stock is traded on the NASDAQ Stock Market or is listed on a national securities exchange, the highest reported sales price, regular way, of a share of Common Stock in any transaction as reported on the NASDAQ Stock Market or other national securities exchange or market on which such shares are listed, as applicable, during the 60-day period prior to and including the date of a Change in Control; (ii) if the Change in Control is the result of a tender or... exchange offer, merger or other corporate transaction, the highest price per share of Common Stock paid in such tender or exchange offer, merger or other corporate transaction; and (iii) the Fair Market Value of a share of Common Stock upon the Change in Control. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Committee. The Participant shall receive the same form of consideration pursuant to the transaction as holders of Common Stock, subject to the same restrictions and limitations and indemnification obligations as the holders of Common Stock, and will execute any and all documents required by the Committee to evidence the same. View More

Change In Control Price. The per Share consideration paid in conjunction with any transaction resulting in a Change in Control as determined in good faith by the Board, or, if so determined by the Board, if any part of the consideration is payable other than in cash, the Fair Market Value of such consideration as determined in good faith by the Board

Change In Control Price. The highest of the following: (i) the Fair Market Value of a Share, as determined on the date of the Change in Control; (ii) the highest price per Share paid in the Change in Control transaction; or (iii) the Fair Market Value of a Share, calculated on the date of surrender of the relevant Award in accordance with Section 16(c), but this clause (iii) shall not apply if in the Change in Control transaction, or pursuant to an agreement to which the Company is a party governing the Change in... Control transaction, all of the Shares are purchased for and/or converted into the right to receive a current payment of cash and no other securities or other property View More