Example ContractsClausesBlack-Scholes Value
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Black-Scholes Value. For purposes of this [Section I(B)], “Black-Scholes Value” means, with respect to an Elective Option, the per share fair value of the Elective Option determined as of the applicable Issue Date using the Black-Scholes or other option pricing model that the Company most recently applied when valuing grants of options with service-based vesting conditions for purposes of preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission and using as inputs to such model # the Fair Market Value (as defined in the Equity Plan) of a Share on the applicable Issue Date (or, if the Issue Date is not a trading day, the last trading day preceding the Issue Date) and # such other assumptions as determined by the Company’s Chief Accounting Officer on or before the Issue Date.

The fair value of each RSU is estimated on the date of grant using the Black-Scholes-Merton model with the following assumptions:

Equity grants, issued upon your start date, will carry an approximate value of based on the Black-Scholes method and are broken down as follows:

"Option Value" means the per share value of each option to purchase a share of Common Stock based upon the Black-Scholes option valuation model as of the last day of the Year.

For purposes of this [Section II], “Black-Scholes Value” means the per share fair value of the Initial Award or Subsequent Award, as applicable, determined as of the applicable date of grant of such Initial Award or Subsequent Award using the Black-Scholes pricing model using as inputs into such model # the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the applicable date of grant and # such other assumptions as determined by the Company’s principal accounting officer on or before such date of grant.

Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately , in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this [Section 7(a)] shall be in addition to any RSUs granted to any Director pursuant to [Section 6].

Calculation of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such option and/or Common Stock Equivalent and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of # the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to [Section 3(e)(i) or 3(e)(ii)])] above, as applicable) solely with respect to such Primary Security, minus # with respect to such Secondary Securities, the sum of # the Black Scholes Consideration Value of each such option, if any, # the fair market value (as determined by the Holder) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and # the fair market value (as determined by the Holder) of such Common Stock Equivalent, if any, in each case, as determined on a per share basis in accordance with this [Section 3(e)(iv)]. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

Initial Equity Grant for Non-Employee Directors: Each Non-Employee Director who is initially elected or appointed to serve on the Board after the Restatement Date shall be granted under the 2021 Plan or any other applicable Company equity incentive plan then-maintained by the Company (together with the 2021 Plan, the “Plan”) an equity grant with a value equivalent to , consisting of (1) an option to purchase shares of Common Stock (the “Initial Option”) with the number of shares subject to the Initial Option determined by dividing (50% of ) by the “Black-ScholesValue (as defined below) on the grant date, rounded up to the nearest multiple of five, and (2) an award of restricted stock units (the “Initial RSU Award”) with the number of restricted stock units determined by dividing (50% of ) by the closing trading price of the Company’s Common Stock on the grant date, rounded up to the nearest whole unit. The Initial Option and Initial RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board. The Initial Option will vest and become exercisable as to 1/36th of the underlying shares on each monthly anniversary of the grant date, subject to the Non-Employee Director’s continued service through the applicable vesting date. For purposes hereof, “Black ScholesValue means the fair value of an option to purchase one share of the Company’s Common Stock determined using the Black-Scholes pricing model based on the Fair Market Value of the Company’s Common Stock on the grant date and the most recent volatility, risk-free rate and life expectancy assumptions as of the grant date in the Company’s financial statements disclosing those assumptions. The Initial RSU Award will vest as to one-third of the underlying restricted

Value/Performance Goals. Each Performance Unit shall have an initial value that is established by the Board at the time of grant, that is equal to the Fair Market Value of a Share on the Grant Date. The Board shall set the Business Criteria which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee. For purposes of this [Article 10], the time period during which the performance goals must be met shall be called a "Performance Period." The Board shall have complete discretion to establish the performance goals.

If the Company Stock is listed on any established stock exchange or quoted on any established stock market system, Fair Market Value shall be the closing price for the Company Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.

The fair market value of each share of Common Stock shall be equal to the closing price of one share of the Company’s common stock on the New York Stock Exchange-Composite Transactions on the Credit Date as of which Phantom Shares are credited to the Eligible Director’s Deferred Stock Account.

Fair Market Value. On any given date, the current fair market value of the shares of Common Stock as determined as follows. (i) if the Common Stock is traded on New York Stock Exchange, is listed on a national securities exchange or is quoted on an automated quotation system, the closing price for the day of determination as quoted on such market or exchange which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred, or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable; # if the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for the Common Stock for the day of determination; or # in the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee in good faith.

Value of Shares. The aggregate Fair Market Value (determined at the date of grant) of the Incentive Stock Options exercisable for the first time by a Participant during any calendar year shall not exceed or any other limit imposed by the Code.

Fair Market Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not then traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

Fair Market Value.Fair Market Value” of Common Stock means, # with respect to the Common Stock Unit Account, the weighted average price per share that a third-party provider on behalf of the Plan purchases Common Stock on an applicable Allocation Date and # with respect to the Shadow Stock Unit Account, the closing price per share of the Company’s Common Stock on the New York Stock Exchange or any successor exchange on which the Company’s Common Stock is traded on an applicable Allocation Date.

Fair Market Value. For purposes of determining the "Fair Market Value" of a share of Stock, the following rules shall apply:

Enterprise Value Escalator. In addition amount specified in paragraphs 3 and 4, if the gross sale price at closing of the Sale of the Company exceeds the target amount established by the Human Resources Committee of AMC’s board of directors (the “Target Price”), the Company will pay the Executive a lump sum cash amount equal to for every in excess of the Target Price, realized on the Sale of the Company, provided that the Executive has remained continuous employed by the Company and the Successor (or an affiliate of either of them), for at least one-hundred eighty (180) calendar days following the Sale of the Company. Notwithstanding the foregoing, the Executive will be entitled to payment under this paragraph if the Executive’s employment with the Company or the Successor is terminated without Cause or by the Executive for Good Reason, after the Sale of the Company, but before one-hundred eighty (180) calendar days following the Sale of the Company.

The abovementioned penalties (other than those related to the Quality Black-list, PCN and environmental protection) shall not exceed triple the product value if the liquidated amount is below RMB5,000, five times of the product value if the liquidated amount is between and 10,000, eight times of the product value if the liquidated amount is between and 20,000, or ten times of the product value if the liquidated amount is above . When more than one provisions in this [Section 5] are applicable, the provision imposing the heaviest penalty shall prevail and these penalties are non-cumulative.

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