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NVDA > SEC Filings for NVDA > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for NVIDIA CORP


14-May-2013

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2013, NVIDIA Corporation ("NVIDIA") entered into an accelerated share repurchase agreement (the "ASR Agreement") with Goldman, Sachs & Co. ("Goldman") to repurchase a total of $750 million of NVIDIA common stock. NVIDIA will acquire the shares under the ASR Agreement as part of its previously announced intention to return in excess of $1 billion to shareholders in the current fiscal year.
Under the ASR Agreement, NVIDIA will pay $750 million and will receive a majority of the shares underlying the ASR Agreement during the second quarter of fiscal year 2014. Any remaining shares to be repurchased under the ASR Agreement, if any, will be based generally on the daily volume-weighted average price of NVIDIA common stock during the term of the ASR Agreement, subject to certain adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Goldman may be required to deliver additional shares of common stock to NVIDIA, or, under certain circumstances, NVIDIA may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by Goldman and various acknowledgements, representations and warranties made by the parties to one another. Purchases under the ASR Agreement are expected to be completed before the end of October 2013, although the completion date may be accelerated at Goldman's option. The actual number of shares repurchased will be determined at that time.


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