Valuation of Consideration. In the event of a Triggering Event as described in clauses (i), (ii) or (iii) of the definition of Triggering Event, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(i) Securities not subject to investment letter or similar restrictions on free marketability:
(A) if traded on a securities exchange or market, the value shall be based on a formula approved by the Board of Directors and derived from the closing prices of the securities on such exchange or market over a specified time period as determined in good faith by the Board of Directors;
(B) if actively traded over-the-counter, the value shall be based on a formula approved by the Board of Directors and derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period as determined in good faith by the Board of Directors; and
(C) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.
(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as specified above in Section 3(c)(i) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
Valuation of Consideration. In the event of a Deemed -------------------------- Liquidation as described in Section 2(c)(i) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(A) Securities not subject to investment letter or other similar restrictions on free marketability:
(1) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;
(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and
(3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in Section 2(c)(ii)(A) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
Valuation of Consideration. In the event of a Liquidation Transaction as described in Section 5(b)(i) above (a “Deemed Liquidation”), if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities will be valued as follows: Securities not subject to investment letter or other similar restrictions on free marketability:
(A) If traded on a securities exchange or The Nasdaq Stock Market (“Nasdaq”), the value will be based on a formula approved by the Board and derived from the closing prices of the securities on such exchange or Nasdaq over a specified time period;
(B) If actively traded over-the-counter, the value will be based on a formula approved by the Boardand derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period; and
(C) If there is no active public market, the value will be the fair market value thereof, as determined in good faith by the Board. The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) will be to make an appropriate discount from the market value determined as specified above in this Section 5(b)(ii) to reflect the approximate fair market value thereof, as determined in good faith by the Board.
Valuation of Consideration. Before submitting a First Refusal Notice of Sale pursuant to Section 3.4(a) in response to a Third Party Offer that contemplates (i) an acquisition of the First Refusal Shares by the Third Party Offeror for consideration any portion of which is not cash or (ii) an Indirect Transfer, the Selling Stockholders and the other Principal Stockholders shall cause the fair market value of the non-cash consideration to be determined by an investment banking firm in the following manner. The Selling Stockholders shall deliver to each other Principal Stockholder a notice stating that the Selling Stockholders intend to deliver a First Refusal Notice of Sale. The Selling Stockholders and the Principal Stockholder (other than the Selling Stockholders) that, together with its Controlled Affiliates, owns the greatest number of shares of Class B Common Stock, shall each select an investment banking firm and shall instruct the investment banking firms so selected to select a third investment banking firm within 30 days following the delivery of such notice by the Selling Stockholders. The investment banking firm selected in accordance with the foregoing procedure shall submit a written report setting forth its determination of its appraisal of the First Refusal Shares no later than 45 days after the date of its selection. The fees, costs and expenses of the investment banking firms so selected shall be borne by the Selling Stockholders. In determining the fair market value of the non-cash consideration, if applicable, the investment banking firm retained pursuant to this Section 3.6 shall: (A) assume that the fair market value of the applicable non-cash consideration asset is the price at which such asset would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and each having reasonable knowledge of all relevant facts; (B) assume that the applicable non-cash consideration asset would be sold for cash; (C) take into account any applicable control premium relating to the shares to be sold; and (D) use valuation techniques then prevailing in the relevant industry. If the Third Party Offer contemplates a sale of First Refusal Shares or an Indirect Transfer in exchange for tax-deferred consideration, the fair market value of the First Refusal Shares shall not be grossed-up to the extent of any taxes which shall be payable by the Selling Stockholders as a result of a sale of the First Refusal Shares to the First Refusal El...
Valuation of Consideration. In the event of a deemed liquidation as described in Article IV3.b.ii(a) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(1) Securities not subject to investment letter or other similar restrictions on free marketability:
i) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;
ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and
iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation’s board of directors and the holders of at least a majority of the then outstanding shares of Preferred Stock tendered in such a deemed liquidation. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Preferred Stock tendered in such deemed liquidation. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation. In case any option is issued in connection with the issuance or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such option by the parties thereto, the option shall be deemed to have been issued for a consideration of $.01.
(2) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in Article IV3.b.ii(b)(1) to reflect the approximate fair market value thereof, as mutually determined by the Corporation’s board of directors and the holders of at least a majority of the then outstanding shares of Preferred Stock tendered in such deemed liquidation.
Valuation of Consideration. If the Corporation shall propose to take any action of the type described in Article II(B).4
Valuation of Consideration. For purposes of any computation respecting consideration received pursuant to paragraphs (d) and (e) hereof, the following shall apply:
(i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deductions be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;
(ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive and described in a certified resolution; and
(iii) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this paragraph (g)).
Valuation of Consideration. In the event of a Liquidation Transaction as described in Section 2(c)(i) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(A) Securities not subject to investment letter or other similar restrictions on free marketability:
(1) If traded on a securities exchange, the value shall be the average of the closing prices of the securities on such exchange over the 10 trading-day period ending three (3) business days prior to the closing;
(2) If actively traded over-the-counter, the value shall be the average of each day’s average of the closing bid and ask prices over the 10 trading day period ending three (3) business days prior to the closing; and
(3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.
(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as specified above in Section 2(c)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
Valuation of Consideration. (1) Mascoma shall complete the 409A Valuation promptly following the Closing Date and deliver a copy thereof to the Vendors’ Representative at the latest on September 30, 2010. The 409A Valuation delivered by Mascoma shall be final and binding upon the parties hereto and shall not be subject to any objection, contestation or appeal by the Vendors’ Representative or any other Vendor, absent manifest error.
(2) For the purposes of this Agreement, in particular any indemnification pursuant to Article 6 which is settled in shares:
(a) each Mascoma Common Share shall have the value ascribed to it in the 409A Valuation; and
(b) each Mascoma Preferred Share shall have a value of $3.75.
(3) The Purchaser and the Vendors will act in a manner that is consistent with the valuation set out in this Section 2.04 for all purposes (including for accounting and Tax purposes), and will not take any position inconsistent with this valuation. If such valuation is disputed by any Taxing Authority or other Governmental Authority, the party receiving notice of such dispute will promptly notify the other party and the parties will use their best efforts to sustain the valuation. The Purchaser and the Vendors will share information and cooperate to the extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, timely and consistently reported.
Valuation of Consideration. In the event of a deemed -------------------------- liquidation as described in Section 2(c)(i) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
