Value Per Share Sample Clauses

Value Per Share. The term “Value Per Share” shall mean (i) in the event of a Listing pursuant to which incremental equity capital is expected to be raised through the issuance of shares of the Corporation, the final price at which such shares are actually issued, or an estimate thereof reasonably determined by mutual agreement of the Corporation and the Advisor, and (ii) in the event of a Listing pursuant to which no incremental equity capital is expected to be raised through the issuance of shares of the Corporation, the closing price at the end of the first day of trading of the Corporation’s shares upon Listing, or an estimate thereof reasonably determined by mutual agreement of the Corporation and the Advisor.
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Value Per Share. (a) The applicable "Valuation Date" in connection with any sale of Shares pursuant to this Agreement shall be, (i) in the case of any sale of Shares pursuant to Section 1(a), the date of the receipt by the Corporation of the written notice of exercise of the Terminated Shareholder's right to sell his Shares to the Corporation, (ii) in the case of any sale of Shares pursuant to Section 1(b), the date of the applicable court's approval of an executor or appointment of an administrator of the estate of the Deceased Shareholder, or (iii) in the case of any sale of Shares pursuant to Section 3(b), the date of the receipt by the Transferor Shareholder of the written notice of the Corporation's exercise of its option to purchase the Offered Shares. The Value Per Share for purposes of a sale of Shares pursuant to this Agreement shall, in each case (except as set forth in Section 6(b)), be the value of one (1) share of the Corporation's Common Stock which, as of the applicable Valuation Date, has been most recently determined by an independent valuation firm for purposes of setting the price at which the shares of the Corporation's Common Stock are sold to and traded within the Xxxxxxxx, Xxxxx and Hills, Inc. Employees 401(k) Profit Sharing Plan (or any successor plan thereto). For purposes of determining Value Per Share, any such valuation shall be proportionately adjusted as appropriate to reflect any "Recapitalization Event" (as hereinafter defined) occurring subsequent to the date of its determination by the independent valuation firm and prior to the closing of the applicable sale of Shares pursuant to this Agreement. For purposes of this Agreement, a Recapitalization Event shall mean any of the following: (i) the payment by the Corporation of a dividend on any class of its capital stock in shares of the Corporation's Common Stock, (ii) the subdivision of the outstanding shares of the Corporation's Common Stock into a greater number of shares by way of stock split or otherwise, or (iii) the combination of the outstanding shares of the Corporation's Common Stock into a smaller number of shares by way of reverse stock split or otherwise. (b) Notwithstanding the foregoing, in the event, and only in the event, that no valuation of the type referred to in Section 6(a) has been determined within the fifteen (15) month period immediately preceding the Valuation Date applicable to a sale of Shares pursuant to this Agreement, the Value Per Share for purposes of such sa...
Sample 1
Value Per Share. Diluted Adjusted Book Value Per Share" shall have the meaning set forth in Section 2.1(c) of the Agreement.
Sample 1
Value Per Share. All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) beginning on the Order Date. Shares deliverable under a Redemption Order shall not be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) on and after the Order Date.
Sample 1
Value Per Share. CS Shares" means shares of CS ----------------------------- Wireless Systems, Inc. common stock; the "CS Value Per Share" means Eighteen Dollars and Eighty Cents ($18.80) for each CS Share.
Sample 1
Value Per Share. For purposes of this Agreement, the term "Value per Share" as of any date shall mean the product of fifteen multiplied by Average Net Profits (as defined below), multiplied by a fraction whose numerator is one and whose denominator is the number of shares of Common Stock then issued and outstanding.
Sample 1
Value Per Share. The term “Value Per Share” shall mean (i) in the event of a Listing pursuant to which incremental equity capital is expected to be raised through the issuance of shares of the Trust, the final price at which such shares are actually issued, or an estimate thereof reasonably determined by mutual agreement of the Trust and the Advisor, and (ii) in the event of a Listing pursuant to which no incremental equity capital is expected to be raised through the issuance of shares of the Trust, the closing price at the end of the first day of trading of the Trust’s shares upon Listing, or an estimate thereof reasonably determined by mutual agreement of the Trust and the Advisor. 2%/25% Guidelines. For any year in which the Trust qualifies as a REIT, the requirement pursuant to the NASAA REIT Guidelines that, in any 12 month period, Total Operating Expenses not exceed the greater of 2% of the Trust’s Average Invested Assets during such 12 month period or 25% of the Trust’s Net Income over the same 12 month period.
Sample 1
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Related to Value Per Share

  • per Share The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • Date of Exercise The "Date of Exercise" of the Warrant shall be defined as the date that the advance copy of the completed and executed Exercise Form is sent by facsimile to the Company, provided that the original Warrant and Exercise Form are received by the Company as soon as practicable thereafter. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile.

  • Grant Amount The maximum amount payable by the State under this Grant Agreement shall not exceed $<INSERT AMOUNT>.

  • Grant Date The Grant Date of the Option hereby granted is .

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Share In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs. Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any distributions of shares or rights, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

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