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.
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. The parties hereby agree that:
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. “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.
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:
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. On any date specified herein, -------------------------------- the term "Fair Market Value" shall mean the amount per share of Common Stock equal to (a) the last sale price of Common Stock on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which Common Stock is then listed or admitted to trading, or (b) if Common Stock is not then listed or admitted to trading on any national securities exchange but is designated as a national market system security by the NASD, the last trading price of Common Stock on such date, or (c) if there shall have been no trading on such date or if Common Stock is not so designated, the average of the closing bid and asked prices of Common Stock on such date as shown by the NASD automated quotation system, or (d) if Common Stock is not then listed or admitted to trading on any national exchange or quoted in the over-the-counter market, the fair value thereof determined in good faith by the Board of Directors of the Company as of a date which is within 15 days of the date as of which the determination is to be made.
