Calculation of Fair Market Value. “Fair Market Value” of the Common Stock for purposes of calculating the number of Supplemental Access Fee Shares shall be the per share closing sales price of the Common Stock, as reported by the NYSE MKT, on the trading day immediately preceding the date of the Amendment.
Calculation of Fair Market Value. Upon a termination election to dissolve the joint venture pursuant to Section 15.01 (other than Sections 15.01(a), 15.01(b) or 15.01(c)) on or after the Launch Date (or in the event of an election pursuant to clause (1) or (2) of Section 15.02(a)), then Discovery and Hasbro shall commence an appraisal process pursuant to this Section 15.02(b). Discovery and Hasbro shall use good faith efforts to mutually agree on the Fair Market Value within 30 days following such termination election (and either party may elect to retain a third-party appraiser at its own expense to assist it in its valuation). **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **************************************************************************************************************** **********************************
Calculation of Fair Market Value. 1.1 This Schedule outlines the scope and nature of the calculation of Fair Market Value and, if the JV Shareholders cannot agree Fair Market Value, the appointment of an independent expert (“Independent Expert”) to determine Fair Market Value.
1.2 In the event a calculation of Fair Market Value is required in accordance with this Agreement by the JV Shareholders, any JV Shareholder may notify the other JV Shareholder (the date or deemed date of receipt of such notice being the “Notification Date”) and the JV Shareholders will seek to agree a sum equal to Fair Market Value between themselves within a period of 15 Business Days, or such additional time as agreed between the JV Shareholders, of the Notification Date (“Initial Consideration Period”).
Calculation of Fair Market Value. The Fair Market Value of the Company shall be determined by a written appraisal prepared by a Qualified Appraiser (“Appraisal”). For purposes of this Agreement, a “Qualified Appraiser” shall mean an independent real estate appraiser who has not been retained by the Company, Kingfish or any of their respective Affiliates within the last three years, having an MAI designation and at least three years of commercial real estate appraisal experience in the area within three miles of the Company Real Property or any investment bank or similar financial institution or a reputable regional or national accounting firm or financial advisor, in each case as approved by both Kingfish and the Company which has not been an Affiliate of Kingfish, the Company or any Company Owner within the three year period prior to the date of its appointment hereunder, which shall have had not less than three years’ experience in appraising, valuing, owning or managing companies in a similar line of business to the Company. If Kingfish and the Company cannot agree on such a selection, each shall select such a firm or institution and the two firms or institutions so selected shall appoint a Qualified Appraiser meeting the terms of this definition. The Appraisal shall not apply any discount to the valuation to account for the lack of marketability of Company Equity Securities or due to any transfer restrictions thereon. Notwithstanding anything herein to the contrary, if the Company receives a bona fide unsolicited written offer to purchase the Company’s assets or business from an unrelated third-party on arm’s-length terms and conditions (a “Third-Party Offer”) which provides a firm offer price for the Company assets or business, and the Surviving Corporations exercises the Purchase Option within 12 months of such Third Party Offer, then the Fair Market Value shall be equal to or greater than such firm offer price included in the Third-Party Offer.
Calculation of Fair Market Value. If Buyer provides Notice to Seller that it is contemplating exercising its rights under this Exhibit F, the Parties shall mutually agree upon an independent appraiser on or before the date that is sixty (60) days prior to the last day of (i) the tenth (10th) Contract Year of the Contract Term, (ii) the fifteenth (15th) Contract Year of the Contract Term, or (iii) the twentieth (20th) Contract Year of the Contract Term, if applicable. Such appraiser shall determine, at equally shared expense of Buyer and Seller, the fair market value of the Facility as of the date on which the Buyout Payment is to be paid, taking into account such items as deemed appropriate by the appraiser, which may include the resale value of the Facility, and the price of the Product (the “Fair Market Value”). In the event that Buyer and Seller cannot agree upon a single independent appraiser, each Party shall contract for an independent appraiser at its own expense, and the Fair Market Value shall be the simple average of the determinations of the two independent appraisers. On or prior to the date that is thirty (30) days prior to the last day of such Contract Year, the appraiser shall deliver its determination of Fair Market Value to each of Buyer and Seller. After the appraiser provides the Parties with its appraisal of Fair Market Value of the Facility, Buyer shall have thirty (30) days to decide whether to consummate its option to purchase the Facility. If Buyer does not provide Notice to Seller that Buyer intends to exercise its option to purchase the Facility within thirty (30) days of receipt of the Fair Market Value appraisal, Buyer shall be deemed to have not exercised its option to purchase the Facility.
Calculation of Fair Market Value. Upon exercise of the Company Purchase Option, fair market value of the Accounts in the Portfolio (“Fair Market Value”) shall be determined as follows:
(i) Notwithstanding that the purchaser of the Portfolio may be Company, it shall be assumed that the Portfolio would be purchased by an independent third- party that would enter into an agreement with Company for the continuing operation of the Plan on terms that are reasonably considered to be market at such time for similarly situated portfolios.
(ii) Bank and Company (or its designee) shall negotiate in good faith to reach agreement on the purchase price of the Portfolio. If the Parties cannot reach an agreement on the purchase price of the Portfolio within thirty (30) days following Company’s exercise of its Purchase Option, then unless Company and Bank jointly agree to extend the negotiation time, each of Bank and Company shall select an independent appraiser of recognized standing and experience in valuing credit card portfolios for purposes of determining fair market value. Within fifteen (15) days of the receipt of the other Party’s notice of selection of an independent appraiser, each of Company and Bank shall advise the other that they either accept or challenge the other Party’s selection of independent appraiser. In the event that either Party objects to the appraiser nominated by the other, the Parties will negotiate in good faith to resolve such difference promptly. If both of the selected appraisers are acceptable, each of Company and Bank shall promptly retain their respective independent appraisers and provide such identical information to both appraisers as is necessary to permit each of the appraisers to provide a fair market valuation of the Portfolio as of a date selected by the parties for such purpose (which date will be not later than forty-five (45) days after the date on which the parties have agreed on the designation of the appraisers). The fair market valuation will be the average of the valuations received from the appraisers, unless the valuations made by the two appraisers differ by more than an amount equal to four percent (4%) of the aggregate outstanding receivables under the Accounts as of the appraisal date. If the valuations made by the two appraisers differ by more than an amount equal to four percent (4%) of the aggregate outstanding receivables, such appraisers will jointly select a third independent appraiser of recognized standing and experience in valuing credit ca...
Calculation of Fair Market Value. For purposes of this Article 8, Fair Market Value shall be calculated in the following manner. For a period not to exceed 30 days, the Members shall negotiate in good faith with each other to determine the Fair Market Value of the Company. If the parties fail to agree upon the Fair Market Value then each Member shall select a nationally recognized investment banking firm to evaluate the Company assets and to determine the gross fair market value of the Company's assets as of the immediately preceding quarter ending prior to the Offer Notice. If the difference between the two values is 3% or less of the lower value, then the Fair Market Value of the Company will be the average of the two appraisal values. If the difference between the two values is more than 3% of the lower value, the two appraisers selected by the Members will select a third qualified appraiser who will determine the gross fair market value of the Company's assets as of the immediately preceding quarter ending prior to the Offer Notice. The Fair Market Value of the Company will be equal to the average of the two appraisals that are closest to one another. If the highest and lowest 16 appraisals are equidistant from the middle appraisal, then such Fair Market Value of the Company shall be equal to the middle appraisal. Each Member will bear the expenses of the investment banking firm that it selects, and if a third investment banking firm is used, the Members will share the expense of the third firm equally.
Calculation of Fair Market Value. The parties hereby agree that:
(a) With respect to the IPO Success Payment Date (as defined in this Amendment), the “average trading price of a share of common stock of the Company over the consecutive 90-day period preceding” such IPO Success Payment Date, referred to in Paragraph 1 of Exhibit A of the Original Letter Agreement, shall be equal to the average of the Closing Prices of a share of the common stock of the Company for each trading day during the 90 calendar day period preceding December 19, 2015, as listed on the Principal Market. Therefore, by way of example, if the average Closing Price of a share of the common stock of the Company over the 90-calendar day period preceding December 19, 2015, as calculated in accordance herewith, exceeds $40 per share, a Success Payment of $10 million (less Indirect Costs, as calculated herein) will be due and payable no later than the IPO Success Payment Date (March 18, 2016), as described in the definition of “Success Payment Date.”
(b) With respect to each Valuation Date that occurs on each second anniversary of the IPO Valuation Date pursuant to clause (v) of the definition of “Valuation Date” as amended hereby (each such Valuation Date a “Subsequent IPO-Related Valuation Date”), the Fair Market Value shall be determined as follows: (i) if the common stock of the Company is publicly tradable during the 90 calendar days preceding such Subsequent IPO-Related Valuation Date, such Fair Market Value shall be equal to the average of the Closing Prices of a share of the common stock of the Company for each trading day during such 90 calendar day period and (ii) if the common stock of the Company is not publicly tradable during such 90 calendar day period, such Fair Market Value shall be determined pursuant to paragraph 4 of Exhibit A to the Original Letter Agreement.
(c) The parties hereby agree and acknowledge that as of the date hereof, no dividends or other distributions referenced in clause (i) of the definition of “Success Payment Value” have been made.
Calculation of Fair Market Value. The parties hereby agree that:
(a) With respect to the IPO Success Payment Date (as defined in this Amendment), the “average trading price of a share of common stock of the Company over the consecutive 90-day period preceding” such IPO Success Payment Date, referred to in Paragraph 1 of Exhibit D of the Original Letter Agreement, shall be equal to the average of the Closing Prices of a share of the common stock of the Company for each trading day during the 90 calendar day period preceding December 19, 2015, as listed on the Principal Market.
(b) With respect to any Valuation Date that occurs on each bi-annual anniversary of the IPO Valuation Date pursuant to clause (v) of the definition of “Valuation Date” as amended hereby (each such
Calculation of Fair Market Value. “Fair Market Value” will be determined by (i) the mutual agreement of Company and Intrexon, or, (ii) if the parties cannot agree as to the Fair Market Value prior to the Closing, then Fair Market Value will be established by the lowest share price for Common Stock paid by Third Security LLC, or its affiliates, in an equity financing that occurs immediately prior to, immediately following, or contemporaneously with, the Closing (the “Equity Financing”). The number of shares providing the Fair Market Value as determined under this Section 1.2 shall be rounded down to the nearest whole number of shares.
