Dissolution Value of the Company Sample Clauses

Dissolution Value of the Company. (a) The "Dissolution Value of the Company" shall be the Value of the Properties as determined pursuant to Section 9.3(b) plus the book value of the Other Assets as of the closing date, calculated in accordance with GAAP, less the amount of the liabilities of the Company as of the closing date (excluding Retained Debt, which for this purpose is not a Liability and is to be paid in accordance with Section 13.1), calculated in accordance with GAAP to the extent the same shall remain liabilities of the Company after closing (the "Liabilities"). The determination of the Accountants as to the Other Assets and the Liabilities shall be binding absent manifest error.
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Dissolution Value of the Company. Upon receipt of a Dissolution Commencement Notice, the Dissolution Value of the Company shall be determined in the manner specified in Section 9.3.
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Dissolution Value of the Company. Each Member shall select an Appraiser, and the two selected Appraisers shall jointly select a third Appraiser (the “Third Appraiser”), each of which shall appraise the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall include in its appraisal the entire fair market value of the Company, its subsidiaries and the Business, including without limitation, (i) the fair market value of those Master Bottling Agreements related to the Business in effect on the date of dissolution or, if such agreements are not in effect on the date of dissolution, as most recently in effect prior to the date of dissolution; (ii) the financial relationship between PepsiCo and the Company, including without limitation, the fair market value of any bottler funding provided by PepsiCo and the fair market value of the Company’s rights to procure concentrate at cost under the Concentrate Sub-License and Contract Manufacturing Agreement, and (iii) the fair market value of the goodwill of the Company and the Business. For the sake of clarity, such valuation will reflect the fair market value of the Company, its Affiliates and the Business determined (i) without regard to whether any component thereof had apparent value as of the date of this Agreement and (ii) as if neither a dissolution of the Company nor a termination of the Concentrate Sub-License or Master Bottling Agreements has occurred or will occur. From the final appraisals of the three Appraisers, the dissolution value of the Company shall be the average of the two closest appraisals (the “Dissolution Value”).
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Related to Dissolution Value of the Company

  • Assets of the Company Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Capitalization of the Company a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Capitalization of the Company and its Subsidiaries (a) The authorized stock of the Company consists of 25,800,000 shares of Preferred Stock, of which 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, and 40,000,000 shares of Common Stock. As of February 20, 2007, 13,972,365 shares of Common Stock were issued and outstanding, 149,962 shares of Series A Stock were issued and outstanding and 4,500,000 shares of Series B Stock were outstanding. All such shares of Common Stock, Series A Stock and Series B Stock outstanding as of such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options, 702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the terms of outstanding Debentures, 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock and 12,783,000 shares of Common Stock were reserved for issuance upon conversion of shares of Series B Stock (both outstanding and issuable upon exercise of warrants to purchase Series B Stock). All outstanding Company Options are governed by the terms and conditions of the Company’s 2003 Stock Plan and the standard form of stock option agreement used for such plans, respectively. All outstanding Company Common Warrants are governed by the terms and conditions of a warrant agreement, the form of which is included as an exhibit to a Company Report. Except as set forth in this paragraph, there are no authorized or outstanding debt or equity securities of the Company, and the Company has no obligations to authorize or issue additional debt or equity securities of the Company.

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

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