Fair Market Value and Valuation Date Sample Clauses

Fair Market Value and Valuation Date. (a) For the purposes of this Article V-A, "Fair Market Value" per share of Common Stock of the Company shall mean an amount determined by dividing the Company's Fair Market Value, determined as of the Valuation Date, by the sum of the number of actual outstanding shares of Common Stock as of the Valuation Date plus the number of shares of Common Stock then issuable upon exercise of the Warrants at the Purchase Price (as that term is defined in the Warrants) then in effect and the number of shares of Common Stock then issuable upon exercise or conversion of any other outstanding securities of the Company at their then exercise or conversion price. The Company's Fair Market Value (which shall be determined on a consolidated basis including all Subsidiaries and shall assume that the Company has received the full Purchase Price (as that term is defined in the Warrants) for all of the shares of Common Stock issuable upon exercise of the Warrants and the full exercise or conversion price for all other outstanding securities included in the calculation referred to in the immediately prior sentence) shall be the price which could be obtained for one hundred percent (100%) of the equity interest in the Company if the Company were sold to a willing buyer by a willing seller in a single arm's-length transaction, determined by considering the Company's consolidated profits after tax, book value, level of revenues and cash flow as of the Valuation Date. In order to determine such Fair Market Value, within fifteen (15) days from the date of the sending of the notice provided for in Section 5A.01, representatives of the Company and the holder or holders of a majority of the Registrable Shares to be purchased will use their best efforts to reach agreement on the Company's Fair Market Value. If they are unable to reach such agreement within ten (10) days after the end of such fifteen (15) day period, the Company and such holder or holders will agree on the selection of an independent appraiser. Such appraiser will have twenty (20) days in which to determine the Company's Fair Market Value. If the Company and such holder or holders are unable to reach an agreement as to an independent appraiser within ten (10) days after the aforesaid ten (10) day period, then two appraisers will be appointed within five (5) days thereafter to determine the Company's Fair Market Value, one by the Company and one by the holder or holders of a majority of the Registrable Shares to be so purch...
Sample 1
AutoNDA by SimpleDocs

Related to Fair Market Value and Valuation Date

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

  • 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.

  • 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).

  • 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:

  • 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

  • Current Per Share Market Value For the purpose of any computation hereunder, the “Current Per Share Market Value” of any security (a “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of

  • Current Value Curtailment....................................................

  • Valuation Date The value of the Collateral shall be determined on the date of the Buy-In (or the payment made pursuant to Section 6.2 below).

Time is Money Join Law Insider Premium to draft better contracts faster.