Valuation of Membership Interests. The “Fair Market Value” of each Membership Interest shall be the fair value of each such Membership Interest determined in good faith by the Board based on the portion of the Total Equity Value to which each such Membership Interest would be entitled as of the date of valuation in accordance with Section 4.1(a) or Section 4.1(b), as applicable based on the provision of this Agreement pursuant to which the Fair Market Value of such Membership Interest is being determined.
Valuation of Membership Interests. The “Fair Market Value” of any Unit for purposes of this Agreement equals such Unit’s pro rata share of the Total Equity Value in connection with a Sale of the Company, assuming a subsequent liquidation and termination of the Company or, if the determination is made outside of the context of a Sale of the Company, such Unit’s pro rata share of the Total Equity Value as determined by the Board in good faith, assuming an orderly sale of the Company’s assets to a willing, unaffiliated buyer in an arm’s-length transaction and a subsequent liquidation and termination of the Company in accordance with Section 13.2.
Valuation of Membership Interests. The purchase price paid for each member’s interest in the Company pursuant to Section 6.3 of this agreement shall be the value of the Company as computed in the following manner (if not otherwise determined) multiplied by the member’s relevant percentage of membership interest:
