Valuation Overview Sample Clauses

Valuation Overview. The shareholders agreement should include specific provisions regarding the determination of the purchase price in the event that shares are to be purchased by the corporation or the other shareholders pursuant to the agreement. The valuation provision is not only highly negotiated but also often litigated. There are many alternatives to consider including: (i) a set price agreed to among the parties (which may or may not be updated over the years), (ii) a price determined by appraisal which should approximate the “fair market value,” and (iii) a price determined by a formula, which could include book value (assets minus liabilities), adjusted book value (e.g. including good will and the fair market value of significant assets instead of the book value), a multiple of earnings or other criteria. Each of these methods has its advantages and disadvantages.
Sample 1
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  • Determination of One-Month LIBOR Pursuant to the terms of the Global Agency Agreement, the Global Agent shall calculate the Class Coupons for the applicable Classes of Notes (including MAC Notes on which the Exchange Administrator has directed the Global Agent to make payments) for each Accrual Period (after the first Accrual Period) on the applicable LIBOR Adjustment Date. U.S. dollar deposits with a maturity of one month set by ICE Benchmark Administration Limited (“ICE”) as of 11:00 a.m. (London time) on the LIBOR Adjustment Date (the “ICE Method”). ICE’s Interest Settlement Rates are currently displayed on Bloomberg L.P.’s page “BBAM.” That page, or any other page that may replace page BBAM on that service or any other service that ICE nominates as the information vendor to display the ICE’s Interest Settlement Rates for deposits in U.S. dollars, is a “Designated Page.” ICE’s Interest Settlement Rates currently are rounded to five decimal places. If ICE’s Interest Settlement Rate does not appear on the Designated Page as of 11:00 a.m. (London time) on a LIBOR Adjustment Date, or if the Designated Page is not then available, One-Month LIBOR for that date will be the most recently published Interest Settlement Rate. If ICE no longer sets an Interest Settlement Rate, Xxxxxxx Mac will designate an alternative index that has performed, or that Xxxxxxx Mac (or its agent) expects to perform, in a manner substantially similar to ICE’s Interest Settlement Rate.

  • VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:  Journalize investment, capital share and income and expense activities;  Maintain individual ledgers for investment securities;  Maintain historical tax lots for each security;  Corporate action processing as more fully set forth in the SLDs;  Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;  Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;  Calculate capital gains and losses;  Calculate daily distribution rate per share;  Determine net income;  Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;  Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;  Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);  Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;  Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;  Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and  Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.  For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

  • Calculation of Overtime If the overtime work has been carried out before as well as after the regular working hours during a certain day, the overtime periods shall be added together. Only full half hours are included in the calculation.

  • Performance Appraisals 3201 The Employer shall complete a written appraisal of a nurse's performance at least bi-annually. Upon request, the nurse shall be given an exact copy of the appraisal. 3202 The nurse shall have an opportunity to read such document. 3203 The nurse's signature on such document merely signifies that the contents of the document have been read. 3204 If the nurse disputes the appraisal, she/he may file a reply to the document in accordance with Article 29, and/or she/he may file a grievance under Article 12 of this Agreement.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • Independent Evaluation Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, accounting, marketing, land, engineering, environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.

  • Annual Evaluation The Partnership will be evaluated on an annual basis through the use of the Strategic Partnership Annual Evaluation Format as specified in Appendix C of OSHA Instruction CSP 00-00-000, OSHA Strategic Partnership Program for Worker Safety and Health. The Choate Team will be responsible for gathering required participant data to evaluate and track the overall results and success of the Partnership. This data will be shared with OSHA. OSHA will be responsible for writing and submitting the annual evaluation.

  • Valuation The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

  • Constructability Review Prepare detailed interdisciplinary constructability review within Fourteen (14) days of receipt of the plans from the District that: 10.1.2.1.6.1 Ensures construction documents are well coordinated and reviewed for errors; 10.1.2.1.6.2 Identifies to the extent known, construction deficiencies and areas of concern; 10.1.2.1.6.3 Back-checks design drawings for inclusion of modifications; and 10.1.2.1.6.4 Provides the District with written confirmation that: 10.1.2.1.6.4.1 Requirements noted in the design documents prepared for the Project are consistent with and conform to the District's Project requirements and design standards. 10.1.2.1.6.4.2 Various components have been coordinated and are consistent with each other so as to minimize conflicts within or between components of the design documents.

  • Performance Appraisal The employee's performance will be rated by his/her immediate excluded supervisor. The rater shall discuss the performance appraisal with the employee. The employee shall have the opportunity to provide his/her comments to be attached to the performance appraisal. The employee shall sign the performance appraisal and that signature shall only indicate that the employee has read the performance appraisal. A copy shall be provided the employee at this time.

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