Fair Market Valuation definition

Fair Market Valuation means the most recent fair market valuation acceptable to the Bank Lenders by a third party appraiser acceptable to the Bank Lenders of the Real Property Collateral which is subject to a valid and perfected Trustee's Lien (second only to the first priority security interests granted to Bank Lenders' Agent pursuant to the New Credit Agreement and the other Loan Documents (as defined in the New Credit Agreement)), subject only to Permitted Liens of the type described in clauses (a), (b), (c), (f), (j), (k), (l) and (n) of the definition thereof.
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Fair Market Valuation means the Fair Market Value valuation to be prepared in accordance with Section 12 of this Plan.
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Fair Market Valuation. The Board of Directors for MMT have approved the "Fair Market Valuation" for the transaction at a $ 3,750,000.00 valuation for Dabble. This valuation is 125% of estimated gross sales for a rolling 12-month period of $3,000,000,000, less certain current commercial debts of ($0.00 reported - it is understood that existing liabilities will be capitalized or deducted from the purchase price at Closing). The number of shares of MMT stock to be issued as a portion of the purchase price shall be calculated as the average closing price of the five previous days prior to August 6, 2019. This equates to ($ 3.01) per share of MMT common stock, which is the Company's only class of stock. MMT shall not create any additional classes of stock prior to the issuance of such stock to Dabble's owners. Form of Purchase and Assets: Equity or Asset purchase, to be mutually agreed upon by the parties. (hereinafter "Assets") Assets shall include the following: · Licenses · Balance sheet assets · Inventory · Property leases (to be negotiated by the parties in reasonable commercial terms that arc consistent with historic operating margins of Dabble) (each, a "Lease") · Personal property of Dabble · Dabble shall provide a list of Assets within 30 days from the execution of this Binding Term Sheet. Purchase Price Based on the Fair Market Valuation and subject to any adjustment as described below, the Purchase Price payable by MMT to Dabble for the Equity/Assets shall be as follows: Total Purchase Price: $ 3,750,000.00 Cash Total: $750,000.00 MMT Stock: 996,678 Shares Equity/Asset Value: The Purchase Price of the Equity/Assets is predicated on projected annual gross revenues of $3,000,000.00 to December 31, 2019, as described above, and the assumption of debts associated with the normal course of business. The Purchase Price will be adjusted to reflect the actual gross revenue achieved as of December 31, 2019 and will be memorialized in the Long Form Agreement (as defined below). No adjustment in the Purchase Price will be made if the variation between actual and projected sales is plus or minus 10%. Dabble agrees to operate following its normal business and commercial practices for the purpose of revenue generation and in an effort to secure comparable margins to those historically achieved by them, as well as maintaining reasonable working capital also as per historic operations. In addition, MMT shall assume all Dabble contracts, subject to any necessary third-party consents ("Cons...
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Examples of Fair Market Valuation in a sentence

  • If the Final Valuation Prices is more than the price contained in the Sale Proposal, the Offeree has the option to purchase the Offeror’s Membership Interest for the Fair Market Valuation, or initiate a sale of the Company.

  • Fair Market Valuation at December 31, 2001 1 Atlas Capital Services, LLC ================================================================================ o Consideration of the growth prospects for the world economy and financial markets; and o Other studies and investigations we deemed appropriate, including the analysis of company and industry-specific research reports.

  • In such event, the Fair Market Valuation shall be the average of the valuations of the two appraisers so long as the two valuations are within fifteen percent (15%) of each other.

  • For the purpose of this paragraph, a Fair Market Valuation for the Additional Stock on any given day shall be equal to the closing price reported for the Stock on the National Association of Securities Dealers Automated Quotation System (NASDAQ) two business days prior to the date of the Escrow Agreement.

  • Fair Market Valuation at December 31, 2001 9 Atlas Capital Services, LLC ================================================================================ fiber manufacturer.

  • The Additional Stock shall be valued at the Fair Market Valuation as of the date the escrow agreement for the Additional Stock (the "Additional Escrow Agreement") is executed by and among the parties.

  • Fair Market Valuation at December 31, 2001 10 Atlas Capital Services, LLC ================================================================================ Most patients with severe dysplasia must undergo surgery for the removal of part of the esophagus to eliminate the Barrett's mucosa.

  • Subject to paragraph 7(f) below, the closing of the ------- purchase of the applicable Executive Securities pursuant to the Repurchase Option shall take place on the date designated by Holdings in the Repurchase Notice, which date shall not be more than 60 days nor less than five days after the later of (i) the delivery of such notice(s) or (ii) the Fair Market Valuation Date.

  • Fair Market Valuation at December 31, 2001 13 Atlas Capital Services, LLC ================================================================================ ability to treat multiple tumors simultaneously with a very good cosmetic outcome.

  • Fair Market Valuation at December 31, 2001 3 Atlas Capital Services, LLC ================================================================================ methodology is useful insofar as it can present a value for a private company based on public comparables.


More Definitions of Fair Market Valuation

Fair Market Valuation means the fair market value as of the applicable Option Exercise Date of the projects * (as defined in and calculated pursuant to the Amendment) over the remaining Term of the Agreement, without taking into account the costs of the Equipment.
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Related to Fair Market Valuation

  • Fair Market Value means, as of any date, the value of Common Stock determined as follows:

  • Fair Market Value Excess With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a), the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the related Group Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(g).

  • Gross Fair Market Value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

  • Historical Fair Market Value means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

  • Adjusted Fair Market Value means, in the event of a Change in Control, the greater of (i) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.

  • Market Value as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Fair Market Price means the average value at the relevant time and place (of the requirement to determine the Fair Market Price) to be derived from the average of three independent broker valuations by a broker appointed by Grain Trade Australia, with the valuations to take into account the Grade and variety and taking into account the cost of insurance, levies, taxes, charges, Freight and associated costs.

  • 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.

  • Fair Market Value" of a share of Common Stock on a specified date means:

  • Fair wages means wages whether for time of piecework notified by the Government from time in the area in which the work is situated.

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • Independent Valuation has the meaning set forth in Section 1.68(d).

  • Open Market Value means the value which a property might reasonably be expected to realise if sold in the open market by a prudent vendor;

  • Fair Valuation means the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

  • Sponsor Exercise Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • Average Market Value is the average of the closing sale prices of the Common Stock during the thirty (30) day period immediately preceding the date before the redemption date on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the average of the closing sale prices with respect to a share of Common Stock during such thirty (30) day period, as quoted on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value of the Common Stock as determined by the Board of Directors in good faith.

  • Fair Market Rental Value or "Fair Market Sales Value" shall mean with respect to any property or service as of any date, the cash rent or cash price obtainable in an arm's length lease, sale or supply, respectively, between an informed and willing lessee or purchaser under no compulsion to lease or purchase and an informed and willing lessor or seller or supplier under no compulsion to lease or sell or supply of the property or service in question, and shall, in the case of any Unit or an Owner Lessor's Interest, be determined (except pursuant to Section 17 of the Facility Lease or as otherwise provided below or in the Operative Documents) on the basis that (a) the conditions contained in Sections 7 and 8 of the Facility Lease shall have been complied with in all respects, (b) the lessee or buyer shall have rights in, or an assignment of, the Operative Documents to which the Owner Lessor is a party and the obligations relating thereto, (c) the Unit or the Owner Lessor's Interest, as the case may be, is free and clear of all Liens (other than Owner Lessor's Liens, Owner Participant's Liens and Indenture Trustee's Liens), (d) taking into account the remaining terms of the Site Lease and the Site Sublease, and (e) in the case of the Fair Market Rental Value, taking into account the terms of the Facility Lease and the other Operative Documents. If the Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest is to be determined during the continuance of a Lease Event of Default or in connection with the exercise of remedies by the Owner Lessor pursuant to Section 17 of the Facility Lease, such value shall be determined by an appraiser appointed solely by the Owner Lessor on an "as-is", "where-is" and "with all faults" basis and shall take into account all Liens (other than Owner Lessor's Liens, Owner Participant's Liens and Indenture Trustee's Liens); provided, however, in any such case where the Owner Lessor shall be unable to obtain constructive possession sufficient to realize the economic benefit of the Owner Lessor's Interest, Fair Market Sales Value or Fair Market Retail Value of the Owner Lessor's Interest shall be deemed equal to $0. If in any case other than in the preceding sentence the parties are unable to agree upon a Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest within 30 days after a request therefor has been made, the Fair Market Sales Value or Fair Market Rental Value of the Owner Lessor's Interest shall be determined by appraisal pursuant to the Appraisal Procedures. Any fair market value determination of a spare part or Severable Modification for purposes of Section 5.2(d) of the Facility Lease shall take into consideration any liens or encumbrances to which the spare part or Severable Modification being appraised is subject and which are being assumed by the transferee, and that such spare part or Severable Modification is being transferred on an "as-is", "where-is" basis.

  • Current Market Value per Unit at any date means: (A) in the event that neither the Units nor Public Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants included in such Unit; (B) in the event that the Units, Common Stock and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Stock and Public Warrants underlying the Units are still trading, the Current Market Price of the Common Stock plus the product of (x) the Current Market Price of the Public Warrants and (y) the number of shares of Common Stock underlying the Warrants included in one Unit. The “Current Market Price” shall mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor exchange), the last sale price of the Common Stock (or Public Warrants) in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock (or Public Warrants, as the case may be) is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock (or Public Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Option. Additionally, in the event that this Purchase Option is exercised pursuant to this Section 2.3 and the Public Warrants are still trading, the “Value” shall be reduced by the difference between the Warrant Exercise Price and the exercise price of the Public Warrants multiplied by the number of Warrants underlying the Units included in the portion of this Purchase Option being converted.

  • Fair Market Rent for the Subject Leased Property means for any Renewal Term shall mean an amount determined as follows: Landlord shall designate an independent MAI appraiser to determine the Fair Market Rent of the Subject Leased Property for the applicable Renewal Term within twenty (20) days after Tenant’s notice of its exercise of the applicable renewal option. Within thirty (30) days after selection of Landlord’s appraiser, Landlord shall notify Tenant of the determination made by Landlord’s appraiser with respect to the Fair Market Rent. Tenant shall then have ten (10) days to dispute such determination and to select its own independent MAI appraiser. In the event that Tenant fails to select its appraiser within such ten (10) day period, the determination of Landlord’s appraiser shall constitute such Fair Market Rent. Within ten (10) days after selection of Tenant’s appraiser, the two appraisers shall meet and attempt to agree as to the Fair Market Rent for the Subject Leased Property for the Renewal Term in question. In the event that such appraisers are unable to agree as to such Fair Market Rent then: (i) if the difference between the two determinations is less than five percent (5%) of the lower determination, then the average of the two determinations shall be deemed to constitute such Fair Market Rent; or (ii) if the difference between the two determinations is equal to or greater than five percent (5%) of the lower determination, then the two appraisers shall jointly select a third independent MAI appraiser, which appraiser shall select which of the determinations of the first two appraisers shall constitute such Fair Market Rent. Such third appraiser shall not have the right to vary or modify the determinations of the appraisers selected by Landlord and Tenant. Any appraiser selected pursuant to this paragraph must have at least ten (10) years experience in appraising commercial real estate in the area in which the Subject Leased Property is located. The appraisers shall not have the right to amend, modify or vary any of the terms of this Lease and the determination of the appraisers in accordance with this paragraph shall be final, binding and conclusive upon Landlord and Tenant. ]

  • Applicable Market Value has the meaning specified in Section 5.1.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, any valuation firm either (a) specified on the related Asset Approval Request and approved on the related Approval Notice or Reinvestment Request or (b) otherwise approved in writing by the Administrative Agent in its reasonable discretion.