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:
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 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:
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.
Valuation of Consideration. If the Corporation shall propose to take any action of the type described in Article II(B).4(a) above that will involve the distribution of assets or properties other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.
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:
Valuation of Consideration. For purposes of any computation respecting consideration received pursuant to paragraphs (d) and (e) hereof, the following shall apply:
Valuation of Consideration. The consideration per share for the issuance or sale of any shares of Common Stock (or any securities exercisable or exchangeable for, or convertible into, Common Stock) shall, irrespective of the accounting treatment of such consideration:
Valuation of Consideration. If the Change of Control Consideration as specified in the Intent Notice is payable in property other than cash, cancellation of indebtedness or Liquid Securities, SKT shall have the right to pay such purchase price in the form of cash equal in amount to the present value of such property. If the Sellers and SKT cannot agree on such cash value within 15 business days after the receipt of the Intent Notice, the valuation shall be made by an appraiser of recognized standing selected by the Sellers and SKT or, if they cannot agree on an appraiser within 20 business days after the receipt of such Intent Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Upon the ultimate determination of the cash value of such non-cash consideration, SKT shall have 5 business days to exercise its right of first refusal pursuant to paragraph (a) above. Any costs incurred in connection with the valuation of such non-cash consideration for the purposes of this Section 3 shall be borne equally by WTC and SKT. For the avoidance of doubt, if the purchase price for the Change of Control Consideration is payable in part or in whole in the form of Liquid Securities, the number of business days specified in paragraph (a) above shall remain unchanged notwithstanding any change in the value of the Liquid Securities after the date of receipt of the Intent Notice and SKT shall only be required to pay such purchase price in the form of cash equal in amount to the publicly quoted value of such Liquid Securities on the date of receipt of the Intent Notice (or if such date is not a business day, on the immediately preceding business day).
Valuation of Consideration. If the consideration received by the Corporation is other than cash in connection with any of the events set forth above, its value will be deemed its fair market value (“Fair Market Value”) on the closing date of any such event. The Fair Market Value of any such consideration, other than securities, shall be the amount which a willing buyer would pay a willing seller in an arm’s-length transaction determined in good faith by the Board of Directors acting by vote of a majority of the Board of Directors.
