The Valuation Sample Clauses

The Valuation. Experts will be instructed to determine the fair value of the Business by determining the fair market value of the Business as if sold as a going concern, as between a willing buyer and a willing seller not under a compulsion to buy or sell in an arm’s-length transaction, taking into account all relevant factors, and using such methods as the Valuation Experts deem appropriate, subject to the specific instructions set forth in Schedule 26.
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The Valuation. The Independent Accountant shall evaluate Corporation and LLC (the "Valuation") as follows: 3.2.1 The Independent Accountant shall determine adjusted net income (as hereinafter defined) of Corporation for the Corporation Short Period (the "Corporation Short Period Net Income"). 3.2.2 The Independent Accountant shall determine the adjusted net income (as hereinafter defined) of LLC for the LLC Short Period (the "LLC Short Period Net Income"). 3.2.3 For purposes of the Valuation, "adjusted net income" shall mean the net income, determined in accordance with generally accepted accounting principles consistently applied ("GAAP") and in accordance with Exhibit 12.4 hereof, adjusted as follows: 3.2.3.1 Net income shall be reduced by any amounts not actually collected by March 25, 1999, or reserved. 3.2.3.2 Net income shall be reduced by: 3.2.3.2.1 The fees and costs of the Independent Accountant for the audit of the Corporation Short Period; 3.2.3.2.2 The costs of preparing financial records of Corporation or LLC (as applicable) for the Valuation; and 3.2.3.2.3 The amount of income generated (or expected to be generated) for the applicable period by material contracts (other than contracts with Xxxx), termination of which is caused during the LLC Short Period by reason of action or inaction of Corporation or Xxxxx. but shall not be reduced by: 3.2.3.2.4 Any taxes arising out of the transactions contemplated in this Agreement; 3.2.3.2.5 The fees and costs of the Independent Accountant for the audit of the LLC Short Period; 3.2.3.2.6 Any legal fees or consulting fees of Magazine Consulting Group incurred by Corporation or LLC in connection with the transactions contemplated in this Agreement; or 3.2.3.2.7 The Xxxx Judgment Costs and any legal fees, interest, and other costs relating to the Xxxx Judgment or other legal matters relating to the "Tai Chi for Health" videos. 3.2.4 The Independent Accountant shall determine the "Valuation Amount," which shall mean six (6) times the sum of (a) the Corporation Short Period Net Income and (b) the LLC Short Period Net Income.
Sample 1
The Valuation. The Waterfront Central Valuation shall be a valuation in accordance with the Valuation Brief, as at the Valuation Date, of the Waterfront Central Site and in accordance with clauses 21.3 and 21.4 as applicable and the Council confirms that the Waterfront Central Valuation is satisfactory for the purpose of determining that the sale of the Brighton Centre falls within the provision of the Local Government Xxx 0000: General Disposal Consent 2003.
Sample 1
The Valuation. Valuation approach and methodology Major Assumptions View of the Board (unaudited) (unaudited) (RMB) (RMB)
Sample 1
The Valuation. 1.1 Immediately upon signing of this agreement, BGI will contract with an appraiser to perform a valuation of BSD (the "valuation"). 1.2 If the valuation received will determine a BSD value that is greater than 77 million USD, which means a value greater by more than 10% of the purchase price, then BGI will turn to the purchaser to update the purchase price, so that it will be consistent with the valuation so that the gap between the purchase price and the valuation does not exceed 10%. If the acquirer chooses not to update the purchase price as stated, then BGI will be entitled to cancel the transaction without any penalty or sanction. 1.3 The time available to perform a valuation is until 30 January 2017. If no valuation is accepted by the date mentioned, then the agreement enters into force on 1 February 2017
Sample 1
The Valuation. The Group engaged China Alliance, an independent asset valuation company established in the PRC to assess and determine the Valuation, being the market value of the entire interest in the Target Company as at 30 June 2022. The Valuation has been undertaken on the basis of market value under the premises of going concern. Market value refers to the estimated value of the valuation subject in normal and fair transactions on the valuation benchmark date when the willing buyer and the willing seller act rationally and without any coercion and going concern refers to the fact that the operation activities of the valuation subject will continue at its current state and will not undergo material changes in the foreseeable future. Pursuant to the Valuation Report dated 10 October 2022 prepared by China Alliance, China Alliance considered the (i) income approach and (ii) market approach in assessing the Valuation. The income approach refers to the approach in which the expected income of the valuation subject shall be capitalized or discounted so as to determine the value of the valuation subject. The market approach refers to the approach in which the valuation subject shall be compared with comparable listed companies or comparable transactions so as to determine the value of the valuation subject. Given that the Valuation adopted, among others, income approach involving the use of discounted cash flows, the Valuation constitutes a profit forecast under Rule 14.61 of the Listing Rules. Pursuant to the Valuation Report, details of the principal assumptions including commercial assumptions are set out as follows:
Sample 1

Related to The Valuation

  • Annual Valuation The Trust shall annually, at least 30 days prior to the anniversary date of establishment of the Fund, furnish to the Grantor and to the Agency a statement confirming the value of the Trust. Any securities in the Fund shall be valued at market value as of no more than 60 days prior to the anniversary date of establishment of the fund. The failure of the Grantor or the Agency to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the Agency shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to matters disclosed in the statement.

  • Customs Valuation The Parties shall determine the customs value of goods traded between them in accordance with the provisions of Article VII of GATT 1994 and the Customs Valuation Agreement.

  • Valuation The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

  • 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.

  • BID EVALUATION The Commissioner reserves the right to accept or reject any and all Bids, or separable portions of Bids, and waive technicalities, irregularities, and omissions if the Commissioner determines the best interests of the State will be served. The Commissioner, in his/her sole discretion, may accept or reject illegible, incomplete or vague Bids and his/her decision shall be final. A conditional or revocable Bid which clearly communicates the terms or limitations of acceptance may be considered, and Contract award may be made in compliance with the Bidder’s conditional or revocable terms in the Bid.

  • 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 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

  • Value Estimated value excluding VAT: 200 000 EUR Maximum value of the framework agreement: 200 000 EUR

  • 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.