Fair Market Value Adjustment Sample Clauses

Fair Market Value Adjustment. Year Six. (a) At the commencement of the sixth year of the term, ("FMV Adjustment Date"), the then current monthly Base Rent for the Premises shall be adjusted to the fair market rental value for the Premises in the manner provided in Paragraph 52 below, payable in advance in the first day of each month thereafter. (b) The Base Rent for year seven (7) of the term shall not be adjusted but shall be the same as Base Rent for year six (6) of the Lease term.
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Fair Market Value Adjustment. Starting from the second year and every two years thereafter (the “Review Date”) the Lessor may elect to review and amend the Fees to the fair market rate of the Services at such point of time. Such election shall be made by giving the Lessee at least thirty (30) days written notice prior to such date and subject to mutual agreement. 5.3.1 the market rate shall be reviewed to equal: a. the Fees payable immediately before the Review Date; or b. the market rate agreed between the Parties (if higher than the current Fees)
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Fair Market Value Adjustment. If the aggregate Fair Market Value as of the Option Exercise Date of the Exchange Systems to be transferred by one party is less than the aggregate Fair Market Value as of such date of the Exchange Systems to be transferred by the other party, then the party transferring the Exchange Systems with the lower valuation shall at the Closing also transfer to the other party cash (any such cash, "Adjustment Cash") in an amount equal to the difference. Any payments of Adjustment Cash and other purchase price adjustments will be netted so that as between each transferor and transferee only one cash payment will be made. For purposes of this Agreement, the "Fair Market Value" of any Exchange Systems shall be the fair market value of such system as of the Option Exercise Date, valued on a private market basis assuming a willing buyer and a willing seller, each party acting without compulsion in a orderly sale, taking into account the matters disclosed in the representations and warranties set forth in the Definitive Agreement and in the disclosure schedules to the Definitive Agreement, and disregarding the Net Liabilities (as defined in the Exchange Agreement) of such Exchange System. Fair Market Value shall, in each instance, be determined by mutual agreement of Comcast and TWC; provided that if Comcast and TWC cannot agree within 15 days following the Option Exercise Date, then the Fair Market Value will be determined by an appraiser jointly selected and retained by Comcast and TWC, or if the parties cannot agree on such selection within such 15 day period, then by a third appraiser selected by two other appraisers chosen on the last day of such 15 day period, one chosen by Comcast and one chosen by TWC. Upon designation of such appraiser (who shall serve as the third appraiser for all purposes hereunder, including for purposes of determining the Fair Market Value of each group of Exchange Systems), each of Comcast and TWC shall deliver to such appraiser their good faith determinations of the applicable Fair Market Value and, no later than 45 days following the Option Exercise Date, such appraiser shall select from between Comcast's and TWC's determinations the amount that most appropriately reflects such Fair Market Value. Each party shall (and shall cause its affiliates to) provide to the others and to the appraisers such information and access as shall be reasonably required in connection with the determination of any Fair Market Value. The determination of the...
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Fair Market Value Adjustment. If any taxing authority having jurisdiction asserts, by assessment or reassessment, proposed assessment or reassessment or otherwise (in this clause 1(e), a “proceeding”), that: (i) the fair market value of the consideration received by the Corporation for the issuance of the Tembec Construction Preferred Shares differs from the aggregate fair market value of all such Tembec Construction Preferred Shares as at the date of such issuance; or (ii) any gift, benefit or advantage is or has been conferred on any person by reason of the issuance of, or of the redemption or purchase for cancellation or otherwise of, any Tembec Construction Preferred Share, then the Redemption Price per Tembec Construction Preferred Share will be increased or decreased, as the case may be, to an amount equal to the fair market value of the consideration that was received that: (iii) is agreed upon by such taxing authority, the Corporation and all the holders of Tembec Construction Preferred Shares in settlement of such proceeding; (iv) serves as the basis for such proceeding against which no defence or appeal is taken; or (v) is established by a court or tribunal of competent jurisdiction on the defence of or appeal from such proceeding after all rights of appeal have been exhausted or after all times for appeal have expired without appeals having been taken by either the Corporation or any of the holders of Tembec Construction Preferred Shares or such taxing authority. The Redemption Price per Tembec Construction Preferred Share as so adjusted will be deemed to be and always to have been the amount so determined.
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Related to Fair Market Value Adjustment

  • Market Value Adjustment 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

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • 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 (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. 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 unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such 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.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • 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.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Adjustment of Exercise Price (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

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