Value of Securities. The parties hereto acknowledge and agree that the value of the Note is equal to the purchase price therefor set forth in Section 2.02 above and that the value of the Preferred Units will be equal to the cash capital contributions made in respect thereof set forth in Section 2.01 above (with each Preferred Unit being valued at $352.26 per Unit) and, in each case, will be reported as such by each such party for federal, state and local Tax purposes.
Value of Securities. If any portion of the purchase price is payable in the form of securities, whether equity or debt, the value of such securities for purposes of determining Net Shareholder Proceeds, will be determined based on the average closing price for such securities for the 20 trading days prior to the closing of the Liquidity Event. .
Value of Securities. To the extent lawful, Warrants issued pursuant to the Subscription Agreement have a deminimus value and shall be valued at zero for U.S. income tax purpose, including adjustment to the Securities.
Value of Securities. For purposes of determining the value of Securities, Securities which are listed on a national securities exchange shall be valued at their closing sales prices on the trading day immediately prior to or on the date of determination, or if no sales occurred on such trading day, at the mean between the "bid" and "asked" prices on such trading day. Securities which are not listed shall be valued at their last closing "bid" prices if held "long" by the Partnership and their last closing "asked" prices if held "short" by the Partnership. Securities which are in the form of put or call options shall be valued at their fair market value. All other Securities shall be assigned such value as the General Partner may determine and such value, as well as all other values assigned to Securities by the General Partner pursuant to this paragraph of this Section 5.5 shall be final and conclusive as to all of the Partners.
Value of Securities. The value of Securities in a Trust Fund shall be determined by the Trustee. For regulatory reporting purposes, all such valuations shall be calculated in accordance with the Illinois Insurance Code, and rules and regulations made thereunder.
Value of Securities. The Securities to be deposited and distributed pursuant to this Agreement shall be rounded to the nearest whole number and shall be valued at the Per Share Value price per share.
Value of Securities. SECTION 10.12 Directors. . . . . . . . . . . . . . .
Value of Securities. To the extent lawful, conversion rights issued in association herewith shall have a deminimus value and shall be valued at zero for U.S. income tax purpose, including adjustment to the Securities.
Value of Securities. Sonoran understands that any value attributable to any of the securities to be issued hereunder (the “Securities”) would be arbitrarily determined and that no assurances have been given about any increase in value of the Securities.
Value of Securities. Holdings, Parent and the Purchaser acknowledge and agree that the aggregate value of the Notes is $21,832,913 and that the aggregate value of the Shares is $3,167,087 (or $1.00 per share of Holdings Common Stock and $18.05 per share of Holdings Preferred Stock)) and in each case will be represented as such by each such party for federal, state and local Tax purposes.
