Deemed Value Per Membership Unit definition

Deemed Value Per Membership Unit shall have the meaning set forth in Section 1 of the Wellsford/Whitehall Group LLC Agreement.
Sample 1Sample 2
Deemed Value Per Membership Unit means (i) prior to the date any New Member acquires Membership Units, $10 (ten dollars) and (ii) after the date any New Member acquires Membership Units, an amount equal to the quotient (expressed as a dollar amount) of (x) the sum of the cash plus the agreed net fair market value of property contributed to the Company by the Person who most recently became a New Member, divided by (y) the total number of Membership Units issued to such New Member in respect of such contributions.
Sample 1Sample 2
Deemed Value Per Membership Unit means $15.85 (fifteen dollars and eighty-five cents); PROVIDED, HOWEVER, that the Deemed Value Per Membership Unit may be changed at any time with the prior consent of the Management Committee, provided that it may only be reduced below $15.85 if prior to giving effect to such reduction the Company receives a fairness opinion with respect to the fairness of the revised Deemed Value Per Membership Unit from any of Valuation Research Corporation, Xxxxxx Xxxxxxxx LLP, PricewaterhouseCoopers LLP or other independent, disinterested appraiser reasonably acceptable to the Saracen Members; PROVIDED, FURTHER, that if a New Member acquires Membership Units, the Deemed Value Per Membership Unit shall equal the (x) the sum of the cash plus the agreed net fair market value of property contributed to the Company by the Person who most recently became a New Member (including on such date), which amount was solely attributable to the Membership Units issued and referred to in clause (y) below, divided by (y) the total number of Membership Units issued to such New Member in respect of such contributions. The parties intend for the Deemed Value Per Membership Unit to be equal to $15.85 until the earlier of (i) May 15, 2000 or (ii) the date on which any New Member unaffiliated with any Members as of the date hereof acquires Membership Units.
Sample 1

Examples of Deemed Value Per Membership Unit in a sentence

  • In exchange for such capital contribution, Membership Units shall be issued based upon the Deemed Value Per Membership Unit on the date of such capital contribution.


More Definitions of Deemed Value Per Membership Unit

Deemed Value Per Membership Unit means $15.85 (fifteen dollars and eighty-five cents); provided, however, that the Deemed Value Per Membership Unit may be changed at any time with the prior consent of the Management Committee, provided that it may only be reduced below $15.85 if prior to giving effect to such reduction the Company receives a fairness opinion with respect to the fairness of the revised Deemed Value Per Membership Unit from any of Valuation Research Corporation, Xxxxxx Xxxxxxxx LLP, PricewaterhouseCoopers LLP or other independent, disinterested appraiser reasonably acceptable to the Saracen Members; provided, further, that if a New Member acquires Membership Units, the Deemed Value Per Membership Unit shall equal the (x) the sum of the cash plus the agreed net fair market value of property contributed to the Company by the Person who most recently became a New Member (including on such date), which amount was solely attributable to the Membership Units issued and referred to in clause (y) below, divided by (y) the total number of Membership Units issued to such New Member in respect of such contributions. The parties intend for the Deemed Value Per Membership Unit to be equal to $15.85 until the earlier of (i) May 15, 2000 or (ii) the date on which any New Member unaffiliated with any Members as of the date hereof acquires Membership Units.
Sample 1
Deemed Value Per Membership Unit means (i) on the Saracen Closing Date and prior to the date any New Member acquires Membership Units, $16.22 (sixteen dollars and twenty-two cents), and (ii) on and after the date any New Member acquires Membership Units, an amount equal to the quotient (expressed as a dollar amount) of (x) the sum of the cash plus the agreed net fair market value of property contributed to the Company by the Person who most recently became a New Member (including on such date), which amount was solely attributable to the Membership Units issued and referred to in clause (y) below, divided by (y) the total number of Membership Units issued to such New Member in respect of such contributions.
Sample 1

Related to Deemed Value Per Membership Unit

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000).

  • Membership Unit means an outstanding common membership unit of the LLC.

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Net Asset Value per Unit means the Net Asset Value divided by the number of Units outstanding on the date of calculation.

  • Fair Market Value Per Share means as of any date the fair market value of each of the Shares on such date (the "applicable date") as determined by the Option Committee in good faith. The Option Committee is authorized to make its determination as to the fair market value on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the average daily bid and average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts. In the case of Shares described in (i), (ii) or (iii) above, if no prices are reported for the Shares on the applicable date, the "Fair Market Value per Share" shall be the price reported for such Shares on the next preceding date on which there were reported prices.

  • Unit Value means, at any time, the value of each Stock Unit, which value shall be equal to the Fair Market Value (as defined in the Plan) of a Share on such date.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • SAR Value means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

  • Award Value means the value, in dollars, of an award made to a Participant and as stated in the applicable Award Agreement, which is provided under the Plan in the form of PSUs or RSUs, as the case may be.

  • Repurchase Value means the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

  • REIT Share means a share of common stock, par value $.01 per share, of the General Partner.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Adjusted Value as used in subdivision (d) means:

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Class B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Deferred Share means a Share which by its terms of issue is a deferred share as defined in the Statutes and includes a permanent interest bearing share and a Core Capital Deferred Share;

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.