Determination of Public Market Value Sample Clauses

Determination of Public Market Value. The "Public Market Value" of the Registration Interests of the Notice Partners shall equal the aggregate cash proceeds, net of underwriters' fees, discounts and commissions and other selling expenses customarily borne by selling stockholders, that would be received by the Notice Partners from the sale in an underwritten public offering registered under the 1933 Act of the MajorCorp Stock issued in exchange for such Registration Interests if such offering were carried out in an orderly manner over a period not exceeding eighteen (18) months (excluding any changes in value of MajorCorp over such time, but otherwise considering all factors that the Public Appraisers may deem relevant). In determining the Public Market Value of the Registration Interests, the Public Appraisers shall assume the conversion of the Partnership to a corporation in accordance with Section 5.9 and the consolidation of the assets of MinorCo with the Partnership in connection therewith. The Public Market Value of the Registration Interests will be determined in accordance with the procedures set forth in the second paragraph of Section 11.4, substituting the term "Public Market Value" for the term "Gross Appraised Value", the term "First Public Appraiser" for the term "First Appraiser" and the term "Second Public Appraiser" for the term "Second Appraiser." The Public Appraisers shall agree on the Minimum Offering Amount. The fees and expenses of the Public Appraisers in making such determination will be paid by the Partnership. Within five (5) days after the final determination of Public Market Value, the Public Appraisers shall provide written notice (the "PMV Notice") of such Public Market Value and the Minimum Offering Amount to each Notice Partner and each other Partner. The Public Market Value of each Notice Partner's Registration Interest shall be its allocable share of the Public Market Value of the Registration Interests.
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Determination of Public Market Value. The "Public Market Value" of the Registration Interests of the Notice Partners shall equal the aggregate cash proceeds, net of underwriters' fees, discounts and commissions and other selling expenses customarily borne by selling stockholders, that would be received by the Notice Partners from the sale in an underwritten public offering registered under the 1933 Act of the MajorCorp Stock issued in exchange for such Registration Interests if such offering were carried out in an orderly manner over a period not exceeding eighteen (18) months (excluding any changes in value of MajorCorp over such time, but otherwise considering all factors that the Public Appraisers may deem relevant). In determining the Public Market Value of the Registration Interests, the Public Appraisers shall assume the conversion of the Partnership to a corporation in accordance with Section 5.9 and the consolidation of the assets of MinorCo with the Partnership in connection therewith. The Public Market Value of the Registration Interests will be determined in accordance with the procedures set forth in the second paragraph of Section 11.4, substituting the term "Public Market Value" for the term "Gross Appraised Value", the
Sample 1
Determination of Public Market Value. (a) The "Public ------------------------------------ ------ Market Value" per Share as of a given date shall be the per Share price at which ------------ small numbers of Shares would trade (i) if the Company were a publicly-traded company with a well-distributed ownership profile, (ii) if the market were to take into account the number of Fully-Diluted Shares (as defined in the Governance Agreement) and (iii) if the market were to assume that there would be no material change in the composition of management of the Company.
Sample 1

Related to Determination of Public Market Value

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Determination of Market Rent If Tenant timely and appropriately objects to the Market Rent in Tenant’s Acceptance, Landlord and Tenant shall attempt to agree upon the Market Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following Tenant’s Acceptance (“Outside Agreement Date”), then each party shall make a separate determination of the Market Rent which shall be submitted to each other and to arbitration in accordance with the following items (i) through (vii):

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Definition of Market Price The market price for any security shall be (i) the market price for that security quoted at the close of the trading day effective on the Bank Closing Date as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, by IDC/Financial Times (FT) Interactive Data; (ii) provided that if such market price is not available for such security, the Assuming Institution will submit a written purchase price bid for such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole and absolute discretion, will accept or reject each such purchase price bid; (iii) further provided that in the absence of an acceptable bid from the Assuming Institution, or in the event that a security is deemed essential to the Receiver as determined by the Receiver in its discretion (see Section 3.6 Retention or Repurchase of Assets Essential to the Receiver) such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder and listed on Schedule 3.5(l).

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

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