Determined Value means the value of a Security Interest, as determined in accordance with Clause 6.10 (Security Interests) (which for the avoidance of doubt, may be zero);
Determined Value means the higher of (i) the highest bid price per Common Share during the twelve months immediately preceding the date of a Change in Control, or (ii) the highest price per Common Share actually paid in connection with any Change in Control (including, without limitation, prices paid in any subsequent merger or combination with any entity that acquires control of the Corporation).
Determined Value means the determined value of the shares of Common Stock being purchased by Holdings pursuant to this Section 9, such value to be determined annually as of March 31 of each year by a nationally recognized investment banking firm selected by Holdings. This valuation will serve as the determined value for the shares until the next valuation unless the Board determines that a significant change in Holdings performance or prospects requires a revaluation of the shares. The purchase by Holdings pursuant to this Section 9 shall be paid for in cash, to the extent permitted under the loan agreements and debt instruments relating to Holdings or any of its subsidiaries, or, to the extent cash payments are not permitted thereunder, by means of a subordinated payment-in-kind promissory note issued by Holdings bearing interest, payable annually, at the lowest interest rate required to avoid imputed interest, which note shall be repaid as soon as permitted.
Examples of Determined Value in a sentence
Without prejudice to Clause 9.7 (Postponement of Holdback Claims), a Group Creditor asserting a Security Interest will therefore be a Holdback Creditor unless and until the Determined Value of its Security Interest has been determined in accordance with this Clause 6.10.
The purchase price (the "Purchase Price") shall be the value of the Underlying Shares, which shall be the greater of (a) their Determined Value or (b) the Applicable Percentage applied to the remainder of the product of five times the Company's EBITDA minus its Borrowed Indebtedness plus its cash and cash equivalents.
The amount so payable with respect to each Participant's BEU Account shall be determined by multiplying the number of Benefit Equalization Units then standing to the Participant's credit in his or her BEU Account, by the Determined Value of one Common Share.
Promptly thereafter the Holder and the Company shall attempt to reach agreement on the Determined Value.
Upon ascertainment of a Determined Value under (S) 12.2, the Holder shall select a settlement date by notice in writing to the Company which shall be not more than 60 days after such agreement is reached (the "Put Settlement Date").
More Definitions of Determined Value
Determined Value means, as of the date of any determination thereof, the value attributable to this Warrant in accordance with the provisions of (S) 12.
Determined Value means (i) the highest price per Common Share paid in connection with any Change in Control (including, without limitation, prices paid in any subsequent merger or combination with any entity that acquires control of the Corporation), or (ii) in the case of a Change in Control occurring as a result of an event described in clause (iii) of the definition of a Change in Control contained in this Section 2, the Average Market Value of a Common Share during the 30-day period ending on the day preceding the occurrence of such Change in Control.
Determined Value means the highest price per share of Common Stock paid in connection with any Change in Control (including, without limitation, prices paid in any subsequent merger or combination with any entity that acquire control of the Company.
Determined Value means the Fair Market Value of the TWE Interest or portion thereof disposed of, as the case may be; provided, however, that if all or any portion of the TWE Interest is disposed of within the TWE Disposition Period under Article XIII of the TWE Partnership Agreement or pursuant to one or more negotiated dispositions or public or private market dispositions, then the Determined Value with respect to such portion shall be the Proceeds from such disposition(s).
Determined Value means with respect to any securities or other property, the fair market value thereof as of a date which is within fifteen (15) days of the date on which the determination of such fair market value is to be made (i) determined by mutual agreement between the Company and the Holder, or (ii) if the Company and the Holder fail to mutually agree, determined jointly by an independent investment banking firm retained by the Company and by an independent investment banking firm retained by the Holder, either of which firms may be an independent investment banking firm regularly retained by the Company, or (iii) if the Company or the Holder shall fail so to retain an independent investment banking firm within ten (10) days of the retention of such a firm by the Holder or the Company, as the case may be, determined solely by the firm so retained, or (iv) if the independent investment banking firms so retained by the Company and by the Holder shall be unable to reach a joint determination within fifteen (15) days of the retention of the last firm so retained, determined by another independent investment banking firm that is not a regular investment banking firm of the Company chosen by the first two such firms. The Company shall be responsible for the fees and expenses of all such investment banking firms.
Determined Value means the then-current value of the Company as determined from time-to-time by the Committee, where (a) in advance of the initial public offering of the Company such value shall be reflected by (i) the DCF Valuation amount, plus (ii) any other value related to any other assets of the Company, which value has not otherwise been captured by the DCF Valuation methodology, less (iii) indebtedness of the Company, if any, and (b) upon the closing of an initial public offering of the Company such value shall be reflected by the aggregate equity value of the Company as determined using the market price of the Company’s equity securities.
Determined Value has the meaning specified in Section 1.7(b).