Company FMV definition

Company FMV means the price at which a willing buyer having all relevant knowledge would purchase, and a willing seller would sell, the Company, taken as a whole, in an arm’s length transaction (including any cash or cash equivalents held by the Company, but net of any Indebtedness), as a going concern as of the date of determination in an orderly sale transaction, based on standard valuation techniques, including discounted cash flows, valuation of comparable companies, and comparable transactions (a) taking into account the expected amount of distributions to be made to the Members prior to consummation of the sale of the applicable Membership Interest, (b) assuming that any Remaining Capital Commitments theretofore required to be funded pursuant to Section 3.01 have been funded prior to the time of the valuation and (c) without regard to (i) any compulsion to sell or the impact of an immediate sale, (ii) the presence or absence of a market, or (iii) any discount or premium from differences in the Members’ proportionate Membership Interests.
Sample 1Sample 2
Company FMV means the price at which a willing buyer having all relevant knowledge would purchase, and a willing seller would sell, the Company in an arm’s length transaction (including any cash or cash equivalents held by the Company, but net of any indebtedness), as a going concern as of the date of determination in an orderly sale transaction, based on standard valuation techniques, including discounted cash flows, valuation of comparable companies, and comparable transactions (a) taking into account the expected amount of distributions to be made to the Members prior to consummation of the sale of the applicable Membership Interest, and (b) without regard to (i) any compulsion to sell or the impact of an immediate sale, (ii) the presence or absence of a market, or (iii) any discount or premium from differences in the Members’ proportionate Membership Interests.
Sample 1Sample 2
Company FMV is defined in Paragraph 3.2.4.
Sample 1Sample 2

Examples of Company FMV in a sentence

  • If the conversion election is subject to the consummation of a proposed Corporate Transaction, then, to the extent applicable, the Company FMV shall be determined by reference to the purchase price or other consideration payable in connection with such Corporate Transaction.

  • In all other instances, the Company FMV shall be determined either: (ii) by mutual written agreement of the Holder and the Company within ten (10) Business Days after the Election Date, or (ii) if no such agreement has been reached within such 10-day period, by a valuation opinion provided by an independent investment bank or similar firm that is mutually agreeable to the Company and the Holder (the “Valuation Firm”).

  • Upon selection a mutually agreeable Valuation Firm, the Company shall promptly engage such Valuation Firm to determine and deliver its opinion of the Company FMV and shall pay all fees and costs associated with such engagement.

  • Such determination of Company FMV shall be final, conclusive, and binding on the Members.

  • If the two Valuation Firms are unable to agree upon a third Appraiser by the tenth day immediately following the date on which they have both delivered a calculation of Company FMV pursuant to Section 9.05(a) (the “Initial Calculation Date”), the third Valuation Firm shall be selected as follows: Each of the first two Valuation Firms will suggest two potential third Valuation Firms, each of whom shall be an Independent Valuation Firm, for a total of four.

  • Each such Valuation Firm shall determine Company FMV in good faith (acting in accordance with the definition thereof in Section 1.01) and deliver its calculation of Company FMV not later than the first Business Day that is at least 30 days after the date of delivery of such Company FMV Determination Request; provided, that both Valuation Firms shall agree on a date on which to both deliver their calculations and Company FMV shall be determined as of such date (the “FMV Determination Date”).

  • The Commodore FMV and the Company FMV shall be appraised --------- as soon as practicable following Commodore's delivery of the notice of exercise of the Option.

  • The Valuation Firm shall determine Company FMV in good faith, acting in accordance with the definition “Company FMV’ in Section 1.01, and deliver its calculation of Company FMV to the Board within thirty (30) days after the date of delivery of such Company FMV Determination Request.

  • The determination by such firm of the Company FMV shall be final, conclusive and binding, and the fees and expenses of such valuation firm shall be borne by the Company.

  • This includes mechanical ventilation from floor to ceiling, exhausted above roof level and ventilated to open air.• Should have adequate shelving that is non-porous and non-combustible and preferably avoiding metal, adjustable shelf supports.


More Definitions of Company FMV

Company FMV means the price at which a willing buyer having all relevant knowledge would purchase, and a willing seller would sell, the Company and/or Company Entities, taken as a whole, in an arm’s length transaction (including any cash or cash equivalents held by the Company Entities, but net of any Indebtedness), as a going concern as of the date of determination in an orderly sale transaction, based on standard valuation techniques, including discounted cash flows, valuation of comparable companies, and comparable transactions (a) taking into account the expected amount of distributions to be made to the Members prior to consummation of the sale of the applicable Units,
Sample 1
Company FMV means the price at which a willing buyer having all relevant knowledge would purchase, and a willing seller would sell, the Company and/or Company Entities, taken as a whole, in an arm’s length transaction (including any cash or cash equivalents held by the Company Entities, but net of any Indebtedness), as a going concern as of the date of determination in an orderly sale transaction, based on standard valuation techniques, including discounted cash flows, valuation of comparable companies, and comparable transactions (a) taking into account the expected amount of distributions to be made to the Members prior to consummation of the sale of the applicable Units, (b) assuming that any Additional Capital Contributions theretofore required to be funded pursuant to Section 3.02(a) have been funded prior to the time of the valuation and (c) without regard to (i) any compulsion to sell or the impact of an immediate sale,(ii) the presence or absence of a market, or (iii) any discount or premium from differences in the Members’ proportionate Units.
Sample 1
Company FMV means the fair market value of 100% of the Interests, as determined in good faith by the EFS Member and the Crestwood Member as of immediately prior to the applicable Post-Election Waterfall Contribution. If the EFS Member and Crestwood Member are unable to agree upon such determination of the Company FMV within 30 days after the date of any Post-Waterfall Election Contribution, the EFS Member and the Crestwood Member will select an independent nationally recognized investment banking firm to determine the Company FMV and the determination of such investment banking firm shall be binding on the Members and the Company.
Sample 1
Company FMV means the Fair Market Value of the Company on the date of the contribution, as determined by the Cablevision Member (subject to paragraph (c) below and Section 6.5).
Sample 1
Company FMV means the fair market value of the Company (including the fair market value of its Subsidiaries or any investments made by the Company), which shall be determined in accordance with Clause 35 (Valuation).
Sample 1

Related to Company FMV

  • Company Filings means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2020.

  • Company Financials means the Audited Financial Statements and the Interim Financial Statements.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Company Valuation means $135,000,000.

  • Company Data means all data collected, generated, or received in connection with the marketing, delivery, or use of any Company Product, including Company-Licensed Data, Company-Owned Data and Personal Data.

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.

  • Company Balance Sheet Date means December 31, 2016.

  • Company Equity Plans means (i) the Company’s 2014 Equity Incentive Plan as amended and restated from time to time, (ii) the Company’s 2004 Equity Incentive Plan, as amended and restated from time to time and (iii) the Inference Technologies Group Inc. 2018 Equity Incentive Plan, as amended and restated from time to time.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Company Subsidiary means any Subsidiary of the Company.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Company 401(k) Plan shall have the meaning set forth in Section 6.09(e).

  • Company Plans shall have the meaning set forth in Section 3.14(a).