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.
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Samples: Restructuring and Exchange Agreement (Yuma Energy, Inc.), Merger Agreement (Yuma Energy, Inc.), Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.)
Valuation of Consideration. In the event of a Triggering Event as described in clauses (i), (ii) or (iii) of the definition of Triggering EventLiquidation Transaction, if all or a portion of the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any value as determined in good faith by the Board of Directors, provided that any securities shall be valued as follows:
(iA) Securities not subject to investment letter or other similar restrictions on free marketability:
(A1) if If traded on a securities exchange exchange, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction, or marketif no such formula exists, then 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 Directorsperiod;
(B2) if If actively traded over-the-counter, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction or, if no such formula exists, then the value of such securities 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 Directorsperiod; and
(C3) if 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.
(iiB) 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)(i2(c)(iii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
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Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Valuation of Consideration. In the event of a Triggering Event deemed Liquidation Transaction as described in clauses (i), (iiSection 2(c)(i) or (iii) of the definition of Triggering Eventabove, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value, which such value shall be determined in good faith by the Board of Directors of the Corporation. Any securities shall be valued as follows:
(iA) Securities not subject to an investment letter or other similar restrictions on free marketability:
(A1) if If traded on a securities exchange or market, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction or, if no such formula exists, then the value of such securities shall be based on a formula approved in good faith 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 Directorsperiod;
(B2) if If actively traded over-the-counter, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction or, if no such formula exists, then the value of such securities shall be based on a formula approved in good faith 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 Directorsperiod; and
(C3) if 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.
(iiB) 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)(i2(c)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
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Samples: Series D Preferred Stock Purchase Agreement (Neothetics, Inc.)
Valuation of Consideration. In the event of a Triggering Event deemed liquidation as described in clauses (i), (ii) or (iiiSection 2(g)(i) of the definition of Triggering Eventthis Article III(B) 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:
(iA) Securities not subject to investment letter or other similar restrictions on free marketability:
(A1) if If traded on a securities exchange or marketThe Nasdaq Global Market (“Nasdaq”), the value shall be based on the formula specified in the definitive agreements for the Acquisition or, if no such formula exists, then the value of such securities 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 Nasdaq over a specified time period as determined in good faith by the Board of Directorsperiod;
(B2) if If actively traded over-the-counter, the value shall be based on the formula specified in the definitive agreements for the Acquisition or, if no such formula exists, then the value of such securities 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 Directorsperiod; and
(C3) if 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.
(iiB) 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)(i2(g)(ii)(A) of this Article III(B) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
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