Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board.
Fair Value Per Share means (a) the fair value of each share of Common Stock of the Corporation held by the Stockholders, as determined by the Board in good faith (as required by Section 422(c)(1) of the Code, which may be based on the advice of an independent investment banker or appraiser recognized to be an expert in making such valuations, and will take into consideration the factors listed in 26 C.F.R. § 20.2031-2, but will not take into account any reduction in value of the Common Stock because the Common Stock (A) represents a minority position, (B) is subject to restrictions on transfer and resale or (C) lacks liquidity), (b) provided that (i) notwithstanding anything to the contrary in clause (a) or clause (b)(ii), with respect to each share of Common Stock held by an Employee Stockholder that is party to any agreement with the Corporation that defines such term, the meaning given to such term in such agreement shall apply, and (ii) notwithstanding anything to the contrary in clause (a) but subject to clause (b)(i), if any securities of the Corporation are publicly traded or quoted at the time of determination, then such term shall mean the most recent closing trading price, during regular trading hours, of such securities on the Business Day immediately prior to the date of determination as determined by the Board in good faith. At any time as of which the Board is permitted to determine the Fair Value Per Share of any security in accordance with clause (a) above, neither the Corporation nor any director, officer, employee or agent of the Corporation shall have any liability with respect to the valuation of such securities that are bought or sold at such Fair Value Per Share even though the Fair Value Per Share, as so determined, may be more or less than the actual fair market value. Each of the Corporation and its officers, directors, employees and agents shall be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any Person as to matters that the Corporation or such director, officer, employee or agent reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation in determining such Fair Value Per Share.
Fair Value Per Share means, with respect to any Stock, as of any date of determination, the fair value of one share of such Stock, determined as provided herein (without regard in respect of such determination for any discount for the fact that such share is held by a minority stockholder of the Company but taking account of the fact that there is no public market for such Stock nor ability to create a liquidity event through a merger, sale of stock or assets or an initial public offering of the Company). At any time that the Fair Value Per Share of any Stock shall be required to be determined hereunder, the Board of Directors shall make a good faith determination (the "Board's Determination") of the fair value of one share of such Stock and shall provide to the Individual Stockholder with respect to whose Stock such determination is being made a written notice thereof, which notice shall set forth such supporting data in respect of such determination as the Board of Directors feels appropriate under the circumstances (the "Determination Notice"). Such Individual Stockholder shall have twenty (20) days following receipt of the Determination Notice within which to deliver to the Company a written notice (the "Objection Notice") of his or her objection, if any, to the Board's Determination, which Objection Notice shall set forth such Individual Stockholder's good faith determination (the "Stockholder's Determination") of the fair value of a share of such Stock. The failure of such Individual Stockholder to deliver the Objection Notice within such 20 day period shall constitute such Individual Stockholder's acceptance of the Board's Determination as conclusive. In the event of the timely delivery of an Objection Notice, the Company and the Individual Stockholder shall attempt diligently and in good faith to arrive at an agreement with respect to the Fair Value Per Share of the Stock in question. If the Company and such Individual Stockholder are unable to reach an agreement within 30 days after such Individual Stockholder delivers the Objection Notice, the Fair Value Per Share shall be determined by a nationally recognized accounting or other valuation firm (the "Valuer") reasonably acceptable to the Company and such Individual Stockholder. The Company and such Individual Stockholder will cooperate with each other in good faith to select such Valuer. The Valuer shall determine the Fair Value Per Share and the Valuer's decision will be furnished to the Company and such Individual ...
Examples of Fair Value Per Share in a sentence
For illustrative purposes only, if the Original Purchase Price were $2,000,000, the Fair Value Per Share were $2.50 and the Aggregate Common Number were 3,400,000, then the Exchange Ratio would be ($2,000,000 / $2.50) / 3,400,000 = .23529, so each share of Company Common Stock would be exchanged for .23529 shares of Parent's Common Stock.
In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Value Per Share thereof notwithstanding any accounting treatment.
The "Exchange Ratio" shall mean the -------------- -------------- quotient obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
The "Exchange Ratio" shall mean the quotient -------------- obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
The determination date for purposes of determining the Fair Value Per Share, if applicable, shall be the closing date of the purchase of the applicable shares of Stock.
More Definitions of Fair Value Per Share
Fair Value Per Share means: (i) if the Common Shares are listed on a stock exchange, the volume weighted average trading price per Common Share for the twenty (20) trading days on the Exchange immediately preceding the date on which the value of a Common Share is assessed for the purposes hereof; and (ii) if the Common Shares are not listed on a stock exchange, the fair market value of a Common Share, as determined by the directors of the Corporation acting reasonably and in good faith, which determination shall be conclusive for all purposes of this Agent's Warrant Certificate;
Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board, and (iii) "Stock" shall mean (A) the presently issued and outstanding shares of Common Stock and Preferred Stock and any options or stock subscription warrants exercisable therefor (which options and warrants shall be deemed to be that number of outstanding shares of Stock for which they are exercisable), (B) any additional shares of capital stock of the Company hereafter issued and outstanding and (C) any shares of capital stock of the Company into which such shares may be converted or for which they may be exchanged or exercised.
Fair Value Per Share means, as of the date the Purchase Option is exercised, (i) if the Shares are not publicly traded, a price determined in good faith by the Board of Directors of the Company or (ii) if the Shares are publicly traded, the average closing price per share of Common Stock as reported in the over-the-counter market as reported on the Nasdaq National Market System or on the principal national securities exchange on which it is so traded, as the case may be, during the ten trading days ending on the trading date immediately prior to the date the Purchase Option is exercised.
Fair Value Per Share means, as to any security, (i) if such security is Publicly Traded, the Market Price of such security and (ii) if such security is not Publicly Traded, the market value thereof as reasonably determined in good faith by the Board, using an appropriate valuation method, assuming an arms-length sale to an independent party (not taking into account any reduction in the value of such security due to such security representing a minority interest in the Company or any discount based upon the illiquidity of such security); provided, however, that if the Selling Investor shall disagree with the valuation made by the Board and such disagreement is not resolved within ten (10) days of the Board's determination, then Fair Value Per Share shall be determined in accordance with the Appraisal Procedure. Any determination of Fair Value Per Share hereunder shall be made as of the date that the right to repurchase such Shares arises under this Section 9.
Fair Value Per Share as at any date means:
Fair Value Per Share means the fair value per Share of the Company as estimated by the Directors, with
Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board, including at least one member of the Board designated by holders of Preferred Stock in accordance herewith.