Transaction Value. PKF Capital determines the Transaction Value as at the Close of Business.
Transaction Value. 4 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE TWO THE STRYPES
Transaction Value. For purposes of its opinion as to the fairness, from a financial point of view, to the holders of shares of NHL Common Stock of the consideration, in the aggregate, to be received by such holders pursuant to the Merger Agreement, when considered together with the Warrants currently intended to be dividended to such holders prior to the Merger (collectively, the "Transaction Value"), Xxxxxx Xxxxxxx compared the range of stand-alone values it derived for NHL as described above to the Transaction Value. In order to determine the Transaction Value for purposes of its opinion, Xxxxxx Xxxxxxx applied a range of multiples (ranging from 15x to 18x) to the Surviving Corporation's estimated 1995 earnings per share (which estimate gave effect to, among other things, the estimated combined net income of NHL and RBL, expected synergies, goodwill amortization and interest charges) to arrive at a range of projected market values for the shares of the Surviving Corporation. The Warrants are intended to have a value of approximately $1.00 per share to holders of NHL Common Stock prior to the Effective Time. However, the actual value of the Warrants will ultimately depend upon several market factors including, but not limited to, general market conditions and the Surviving Corporation's volatility and pro forma trading value, on which Xxxxxx Xxxxxxx has not separately opined. The assumed value of the Warrants was determined based upon the following parameters, which were agreed upon by NHL, Roche and their respective financial advisors: an assumed volatility of approximately 43% for the Surviving Corporation, a five year maturity, an assumed pro forma trading value for the Surviving Corporation of approximately $16.00 and a strike price of $22.00. By adding $6.60 (the sum of the Cash Consideration per share and the estimated per share value of the Warrant) to NHL's pro rata share of such market values, Xxxxxx Xxxxxxx arrived at a reference range of Transaction Values of between $16.65 and $18.66 per share. As indicated above, a stand-alone valuation of NHL based on a comparable company analysis or a precedent transaction analysis would not be meaningful given that NHL's LTM results do not portray NHL's financial results giving full effect to the Allied Acquisition. In arriving at its opinion, Xxxxxx Xxxxxxx considered NHL's stand-alone discounted cash flow valuation of $8.88 to $13.17 per share, the value of the synergies of between $5.85 to $7.92 per share of common stock ...
Transaction Value. 4 Trust................................................................... 12 Trustee................................................................. 12
Transaction Value. Subject to adjustment in accordance the terms of this Agreement, including pursuant to Section 1.1(b) below or with respect to any Kick-Out Property, the aggregate value of the Properties involved in the transactions contemplated by this Agreement shall be equal to SEVEN HUNDRED SIXTY-FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($764,250,000) (the “Transaction Value”).
Transaction Value. 2.3.1 The total purchase price which the Buyer shall pay for the Assets and in consideration of the covenants of the Sellers contained herein is:
(a) Nineteen million six hundred thousand dollars ($19,600,000) plus or minus, as applicable, any adjustment pursuant to Section 2.6 (such adjusted amount being referred to herein as the “Transaction Value”) and
(b) the Buyer’s assumption of the Assumed Liabilities (as provided in Section 2.7).
Transaction Value. Transaction value m e a n s t r a n s a c t io n v a l u e a s de- fi n ed i n t h e a ppe n xxx t o t h i s p a r t .
Transaction Value. The Company agrees that the initial Business Combination must have a Transaction Value (as defined in the Registration Statement) equal to at least 80% of the Company's net assets at the time of such Business Combination. The Transaction Value 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 and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Transaction Value is at least 80% of the Company's net assets at the time of such Business Combination, the Company will obtain an opinion from an unaffiliated, nationally recognized independent investment banking valuation or appraisal firm with respect to the satisfaction of such criteria.
Transaction Value. The total value ascribed to the transactions contemplated by this Agreement shall be One Hundred Forty-Seven Million Dollars ($147,000,000).
Transaction Value. The parties agree that the Business has an agreed upon value of US$231,402.750 for the purposes of the transactions contemplated in this Agreement.
