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.
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.
Reserve Percentage For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.
Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1
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.
Determination Date The Business Day immediately preceding the related Remittance Date.
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.
Spread; Spread Multiplier; Index Maturity The “Spread” is the number of basis points (one one-hundredth of a percentage point) specified on the face hereof to be added to or subtracted from the related Interest Rate Basis or Interest Rate Bases applicable to this Note. The “Spread Multiplier” is the percentage specified on the face hereof of the related Interest Rate Basis or Interest Rate Bases applicable to this Note by which the Interest Rate Basis or Interest Rate Bases will be multiplied to determine the applicable interest rate. The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the related Interest Rate Basis or Interest Rate Bases will be calculated.
Index The index specified in the related Mortgage Note for calculation of the Mortgage Rate thereof. Initial LIBOR Rate: 1.10%.
RESERVE PRICE The property will be sold on an “as is where is basis” and subject to a reserve price of RM669,000.00 (RINGGIT MALAYSIA: SIX HUNDRED AND SIXTY NINE THOUSAND ONLY) and the Conditions of Sale and subject to the Consent being obtained by the Purchaser from the Developer and other relevant authorities, if any. All intending bidders are required to deposit with the Auctioneer, prior to the auction sale 10% of the reserve price by BANK DRAFT only in favour of BANK KERJASAMA RAKYAT MALAYSIA BERHAD and the balance of the purchase money to be settled within Ninety (90) Days. For online bidders please refer to the Terms and Conditions and manner of payment of the deposit at xxx.xxxxxxxxxxxxxxx.xxx Note: Particular of the property was based on Valuation report and facility agreements which to the best of our knowledge is true. However bidder should conduct an official search on the parent title of the subject property at the land office and/or other relevant authorities and not takes the particular as conclusive. The contract shall not become null and void if there are any discrepancies of the particular of the property. For further particulars, please apply to Messrs Suhaimi Yahya & Co Solicitors for the Assignee/Bank at Xx. 0-0, Xxxxx Xxxxxx Xxxxxx 00, Wangsa Link, Wangsa Maju, 53300 Kuala Lumpur. (Ref No. SY/BKRM(PJS)/LIT/010/2021/L) Tel No: 00-00000000, Fax No. 00-00000000 or the under mentioned Auctioneer:- Suite X-00-00, 00xx Xxxxx, Xxxxx X, Xxxxx Xxxxxx 0 (Licensed Auctioneer) 00, Xxxxx Xxx Xxxx Xxxx, 50450 Kuala Lumpur. TEL NO: 00-0000000 H/P NO: 000-0000000/000-0000000 FAX NO: 00-0000000 E-mail: xxxxxxxxxxxxxxx@xxxxx.xxx Web site : xxx.xxxxxxxxxxxxxxx.xxx Our Ref: EZ/LACA/BKRMB/212/2021/MNS/mas BANK KERJASAMA RAKYAT MALAYSIA BERHAD PIHAK PEMEGANG SERAHHAK/BANK XXX XXXXXX ARIFFIN BIN ZAKARIA (NRIC NO: 621128-10-8523/6982201) PIHAK PENYERAHHAK/PELANGGAN Menurut kuasa xxx xxx xxxx telah diberikan kepada Pihak Pemegang Serah Xxx xxx dibawah Perjanjian Jualan Hartanah, Perjanjian Belian Hartanah Xxx Surat Ikatan Penyerahakkan Kesemuanya Bertarikh 03hb Mac, 2006 diantara Pihak Penyerahhak/Pihak Pelanggan xxx Pihak Pemegang Serahhak/Bank adalah dengan ini diisytiharkan bahawa Pihak Pemegang Serahhak dengan dibantu oleh Pelelong yang tersebut dibawah ini akan menjual secara :-