Determination of Share Value Sample Clauses

Determination of Share Value. Subject to the provisions set forth below, for purposes of this Agreement, "Share Value" shall be determined by an appraisal of the Shares made by an independent accountant or investment banking professional selected by the Board who shall be knowledgeable in valuing the capital stock of companies engaged in businesses similar to the business engaged in by the Company (the "Appraiser"); provided, however, that if such an appraisal shall have been issued at any time during the preceding 12 months, then, unless the Board elects to make a new appraisal of the Shares, the Share Value shall be as set forth in such appraisal and no new appraisal shall be required. Notwithstanding the preceding sentences, the Board may order an appraisal of the Shares to determine Share Value at any time if the Board believes that there has been, since the date of the last determination of Share Value, a material adverse change in the business, operations, assets or liabilities, employee relationships, customer relationships, results of operations, prospects or the condition (financial or otherwise) of the Company. The fees and disbursements of the Appraiser shall be paid by the Company. Within 30 days after being retained by the Company, the Appraiser shall issue a report setting forth the value of the Shares and a reasonably detailed explanation of the methods used to determine such value.
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Determination of Share Value. The "Share Value" shall be determined pursuant to this Section 2.2.3. Upon PharmaBio's election to be paid a Bonus Fee in common stock of the Company, by notice thereof to the Company, the Company promptly shall propose the Share Value and deliver to PharmaBio a description in reasonable detail of the manner by which the Company determined the proposed Share Value, which shall be determined as of the time the Bonus Standard is achieved. Thereafter, the parties shall use their best efforts and negotiate in good faith to agree to the Share Value within thirty (30) days of PharmaBio's election. If the parties cannot agree to the Share Value within such period, then the determination of the Share Value shall be postponed until the next round of equity financing of the Company following the achievement of the Bonus Standard. Promptly following such next round, the Share Value shall be determined and shall be equal to the average of the per share purchase price of the Company's common stock (or common stock equivalent) issued in such round and the per share purchase price of the Company's common stock (or common stock equivalent) in the immediately preceding round of equity financing. Should the parties be unable to agree to the Share Value, the dispute resolution procedure set forth in Section 3.0 shall be followed. Nothing in this Section 2.2.3 shall be construed to preclude an agreement in writing by the parties to determine or settle the Share Value in a manner otherwise than as provided in this Section or to provide for the payment of the Bonus Fee in cash rather than in common stock.
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Determination of Share Value. 14 4.6. Remedy for Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 4.7. Endorsement on Certificates Evidencing Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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Determination of Share Value. Whenever the Determined Value of shares is required to be determined hereunder, the Determined Value shall be agreed upon by the holder of the shares and Newco within ten (10) days following the expiration of the applicable notice period. If the interested Shareholders and Newco are unable to agree upon the Determined Value within such period of time, Newco shall promptly select a firm experienced in valuing businesses similar to Newco's business and shall promptly notify the interested Shareholders of its selection. The interested Shareholders shall have ten (10) days after the receipt of such notification to accept the firm selected by Newco or to select another firm experienced in valuing businesses similar to Newco's. If the interested Shareholders accept the firm selected by Newco, (i) such firm shall promptly provide to Newco and the interested Shareholders its estimate of the Determined Value, whereupon such estimate shall be the Determined Value, and (ii) Newco shall pay the fees charged by such firm. If the interested Shareholders do not accept the firm selected by Newco, such firm and the firm selected by a majority of the interested Shareholders shall each promptly submit to Newco, the interested Shareholders and each other its estimate of the Determined Value. If the lower of the two estimates is greater or equal to ninety percent (90%) of the higher of the two estimates, the average of the two estimates shall be the Determined Value. If the lower estimate is less than ninety percent (90%) of the higher estimate, the two firms shall select a third firm experienced in valuing businesses similar to Newco's, which firm shall select from two estimates the estimate that is closet to such third firm's estimate of the Determined Value, whereupon such selected estimate shall be the Determined Value. In the event that a majority of the interested Shareholders do not accept the firm selected by Newco, each of Newco and the interested Shareholders (Pro Rata among them based on the relative number of shares owned by each) shall pay the fees charged by the firm selected by it or them.
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Determination of Share Value. For purposes of Section 1.1, the value of the DSKX shares shall be the bid price on the last trading day of the month of October in the corresponding calendar year.
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Determination of Share Value. Whenever the Determined Value of shares is required to be determined hereunder, the Determined Value shall be agreed upon by the holder of the shares and Newco within ten (10) days following the expiration of the applicable notice period. If the interested Shareholders and Newco are unable to agree upon the Determined Value within such period of time, Newco shall promptly select a firm experienced in valuing businesses
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Determination of Share Value. 14 4.6. Remedy for Violation ........................................ 15 4.7. Endorsement on Certificates Evidencing Shares ............... 16
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Related to Determination of Share Value

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • 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:

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • 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 Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • 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.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

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