Fair Market Value of the Company means the price that would be paid for all of the Company’s capital stock by a willing buyer to a willing seller, in an arm’s length transaction, as if the Company did not have a shareholder owning 10% or more of the outstanding Common Stock and the buyer was acquiring all of such Company’s capital stock, and assuming that the Company was being sold in a manner designed to attract all possible participants to the sales process (including Buyer), and to maximize shareholder value, with both buyer and seller in possession of all material facts concerning the Company and its business; provided that, in all cases, (i) the Fair Market Value of the Company will include a control premium and there will be no minority illiquidity discount, (ii) the Fair Market Value of the Company shall be determined on the assumption that in a competitive acquisition market with Buyer and other prospective buyers, the Company would be at least as valuable to other prospective buyers as to Buyer, (iii) the Fair Market Value of the Company will take into consideration (xx) the trading activity (volume and price) and history of the Company’s stock, and (yy) the Company’s most recent “unaffected” public market stock price, (iv) in making the determination of Fair Market Value of the Company, there will be no discount included in any valuation of the Company due to the fact that there may be few potential buyers for the Company due to any real or perceived restrictions placed on the Company because of this Agreement (including Buyer’s right of last look) or the fact that Buyer owns more than 10% of the outstanding Common Stock of the Company; and provided further that no solicitation of Third Parties shall be permitted in determining Fair Market Value of the Company. Upon the final determination of the Fair Market Value of the Company in accordance with this Section, Buyer shall have 15 Business Days to revise its previously submitted 100% Acquisition Proposal so that the purchase price contained therein, as so revised, meets or exceeds the higher of (i) Fair Market Value of the Company determined in accordance with this Section 8.06 and (ii) $40 per share.
Fair Market Value of the Company means the fair market value of the Company as a going concern based upon the estimated market capitalization of the Company as if it were a Public Company and the Company Common Stock were publicly traded and widely held. In determining the Fair Market Value of the Company, the Company and Grantee shall, and each Appraiser shall be instructed to, value the assets held directly or indirectly by the Company in the following manner (but without duplication): (i) with respect to any shares of capital stock as to which there is a public trading market, at the Closing Price of such shares on the Exercise Date, (ii) with respect to any shares of capital stock which are not publicly traded, based on a widely distributed public trading market value for such shares and as if such shares of capital stock were liquid and freely tradeable on a major public trading market and (iii) with respect to any assets of the Company which are not shares of capital stock, at the fair market value thereof. In addition, the Company and Grantee shall, and such Appraisers shall be instructed to, deduct from such value all indebtedness of the Company (including preferred stock except to the extent such preferred stock is deemed converted to Company Common Stock in connection with the calculation of the Per Share Value); provided, however, that no such deduction shall be made with respect to (i) the Company's obligations with respect to the Remaining SARs held by Grantee and the Other SARs or (ii) any indebtedness of the Company incurred in connection with the Company's satisfaction of its obligations with respect to any prior exercise of SARs or Other SARs.
Fair Market Value of the Company means the greater of:
Examples of Fair Market Value of the Company in a sentence
Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Company Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.
Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Company Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.
Without limiting the foregoing, if the per share Fair Market Value of the Company Stock does not exceed the per share Stock Option Exercise Price or SAR base amount, as applicable, the Company shall not be required to make any payment to the Participant upon surrender of the Stock Option or SAR.
Restricted Stock Awards may be made by the Committee under which the Participant shall not be required to make any payment for the Company Stock or, in the alternative, under which the Participant, as a condition to the Restricted Stock Award, shall pay all (or any lesser amount than all) of the Fair Market Value of the Company Stock, determined as of the date the Restricted Stock Award is made.
In the event that there are any fractional Restricted Stock Units that became vested on such date, such fractional Restricted Stock Units shall be settled through a cash payment equal to the portion of Restricted Stock Unit multiplied by the Fair Market Value of the Company Common Stock on such Settlement Date.
More Definitions of Fair Market Value of the Company
Fair Market Value of the Company means the maximum amount that a single buyer would reasonably be expected to pay to acquire the Company, an asset of the Company or a Unit in the Company, as the case may be, on the date of determination, free and clear of all liens and encumbrances, in a single cash purchase, taking into account the current condition and use of the asset or all of the assets and business of the Company, as the case may be. In situations under this Agreement in which it is necessary to determine Fair Market Value, such determination shall be made in good faith by the Manager (or, if specified, by the Liquidating Trustee).
Fair Market Value of the Company means the total value of the Company based on the consideration payable with respect to an Acquisition Proposal, regardless of the total amount of the Company Capital Stock acquired, as determined in good faith by Parent and the Company. In the event that any consideration payable for the Company Capital Stock is securities and such securities are (i) publicly-listed securities of another Person, then the value of such securities shall be the volume weighted average price of such securities for the ten (10) trading days prior to the closing of the consummation of such Acquisition Proposal or (ii) non-publicly listed securities of another Person, then the value shall be determined in good faith by the Company Board and subject to the approval of Parent.
Fair Market Value of the Company means: (a) for the period beginning on the date of the execution of this Agreement and ending twelve (12) months thereafter, E1.00 per share (as appropriately adjusted for any Recapitalization Event); (b) after such twelve (12) month period, the fair market value per share as determined by the internationally recognized investment banking firm selected as follows:
Fair Market Value of the Company means the price that a willing buyer would pay to a willing seller for all of the equity capital of the Company in an arm’s length transaction, with neither the buyer nor the seller being under any immediate need to consummate the transaction. It is agreed that the buyer and the seller in arriving at such price would (1) consider, among other factors, the past and present earnings of the Company, the initial public offering value of the Company if shares of capital stock of the Company were offered to the public in a widely distributed initial public offering and listed on one or more major stock exchanges if such initial public offering could reasonably be expected to be successful at such time, and comparable stock market valuation assuming that shares of the Company were listed on a major stock exchange and publicly traded and widely distributed with no discount for lack of liquidity if such listing and public trading could be reasonably expected to be achieved at such time; and (2) ascribe no value to the patents and technology licensed to the Company under the InFocus Technology License Agreement or the TCL Technology License Agreement to the extent such licenses would terminate as a result of a transfer of ownership interests and take into account the potential effect of such termination and the termination of this Agreement and other agreements between the Company and the shareholder transferring its equity interests in the Company on the earnings and financial position on the Company after such transfer as well as other effect on the earnings and financial position of the Company resulting from or relating to such transfer;
Fair Market Value of the Company means the price, expressed in terms of cash and cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open an unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the related facts.
Fair Market Value of the Company means the price that an interested unaffiliated buyer would be willing to pay and an interested seller would be willing to accept on an arms’ length basis for all the outstanding Securities issued by the Company, in consideration of the Company's Financial Statements, EBITDA multiple and discounted cash flow, as agreed between the Parties or, failing which, as determined by an Expert appointed by the Parties. For the avoidance of doubt, the Parties agree that, until the third (3rd) Anniversary Date, the Fair Market Value of the Company shall not be less than the aggregate amount invested by the Parties in the Share capital of the Company.
Fair Market Value of the Company means, on a per share basis, the average of the daily high and low of the prices of the Shares of the Company for the two weeks preceding the date of computation, quoted on the stock exchange which has the highest volumes during the twenty six week period preceding the date of computation; provided, however, in the event that the shares of the Company are not listed on any of the Stock Exchanges, the Fair Market Value of the Company shall be determined by an International Investment Bank;