Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board.
Fair Value Per Share means (a) the fair value of each share of Common Stock of the Corporation held by the Stockholders, as determined by the Board in good faith (as required by Section 422(c)(1) of the Code, which may be based on the advice of an independent investment banker or appraiser recognized to be an expert in making such valuations, and will take into consideration the factors listed in 26 C.F.R. § 20.2031-2, but will not take into account any reduction in value of the Common Stock because the Common Stock (A) represents a minority position, (B) is subject to restrictions on transfer and resale or (C) lacks liquidity), (b) provided that (i) notwithstanding anything to the contrary in clause (a) or clause (b)(ii), with respect to each share of Common Stock held by an Employee Stockholder that is party to any agreement with the Corporation that defines such term, the meaning given to such term in such agreement shall apply, and (ii) notwithstanding anything to the contrary in clause (a) but subject to clause (b)(i), if any securities of the Corporation are publicly traded or quoted at the time of determination, then such term shall mean the most recent closing trading price, during regular trading hours, of such securities on the Business Day immediately prior to the date of determination as determined by the Board in good faith. At any time as of which the Board is permitted to determine the Fair Value Per Share of any security in accordance with clause (a) above, neither the Corporation nor any director, officer, employee or agent of the Corporation shall have any liability with respect to the valuation of such securities that are bought or sold at such Fair Value Per Share even though the Fair Value Per Share, as so determined, may be more or less than the actual fair market value. Each of the Corporation and its officers, directors, employees and agents shall be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any Person as to matters that the Corporation or such director, officer, employee or agent reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation in determining such Fair Value Per Share.
Fair Value Per Share means, as of any date of determination, the fair value of each share of Parent Common Stock (or, with respect to a warrant or option, or similar right, the fair value of each such share obtainable upon exercise thereof net of the exercise price), determined as follows: At any time that the Fair Value Per Share shall be required to be determined hereunder, the board of directors of the Parent (excluding the Shareholder whose Parent Common Stock may be the subject thereof, if any) shall make a good faith determination (the "Determination") of the fair value of each such share, and shall provide to the Shareholder with respect to whose shares such determination is being made a written notice thereof which notice shall set forth supporting data in respect of such calculation (the "Determination Notice"). The Shareholder shall have 10 days following receipt of the Determination Notice within which to deliver to the Parent, a written notice of an objection, if any, to the Determination, which notice shall set forth the Shareholder's good faith determination (the "Shareholder's Determination") of the fair value of each share of Parent Common Stock. The failure by the Shareholder to deliver such notice within such 10-day period shall constitute the Shareholder's acceptance of the Determination as conclusive. In the event of the timely delivery of such notice, the Parent and the Shareholder shall attempt in good faith to arrive at an agreement with respect to the Fair Value Per Share, which agreement shall be set forth in writing within 15 days following delivery of such notice. If such Persons are unable to reach an agreement within such 15-day period, the matter shall be promptly referred for determination to a regionally or nationally recognized investment banking or valuation firm (the "Valuer") reasonably acceptable to such Persons. Such Persons will cooperate with each other in good faith to select such Valuer. The Valuer may select the Determination or the Shareholder's Determination as the Fair Value Per Share or may select any other number or value. The Valuer's selection will be furnished to such Persons in writing and be conclusive and binding upon such Persons and shall not be subject to collateral attack. The fees and expenses of the Valuer shall be borne equally by the Parent, on the one hand and the Shareholder on the other hand with respect to whose shares such determination relates, unless the Valuer's determination of Fair Value Per Share is withi...
Examples of Fair Value Per Share in a sentence
For illustrative purposes only, if the Original Purchase Price were $2,000,000, the Fair Value Per Share were $2.50 and the Aggregate Common Number were 3,400,000, then the Exchange Ratio would be ($2,000,000 / $2.50) / 3,400,000 = .23529, so each share of Company Common Stock would be exchanged for .23529 shares of Parent's Common Stock.
In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Value Per Share thereof notwithstanding any accounting treatment.
The "Exchange Ratio" shall mean the -------------- -------------- quotient obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
The "Exchange Ratio" shall mean the quotient -------------- obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
The determination date for purposes of determining the Fair Value Per Share, if applicable, shall be the closing date of the purchase of the applicable shares of Stock.
More Definitions of Fair Value Per Share
Fair Value Per Share means: (i) if the Common Shares are listed on a stock exchange, the volume weighted average trading price per Common Share for the twenty (20) trading days on the Exchange immediately preceding the date on which the value of a Common Share is assessed for the purposes hereof; and (ii) if the Common Shares are not listed on a stock exchange, the fair market value of a Common Share, as determined by the directors of the Corporation acting reasonably and in good faith, which determination shall be conclusive for all purposes of this Agent's Warrant Certificate;
Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board, and (iii) "Stock" shall mean (A) the presently issued and outstanding shares of Common Stock and Preferred Stock and any options or stock subscription warrants exercisable therefor (which options and warrants shall be deemed to be that number of outstanding shares of Stock for which they are exercisable), (B) any additional shares of capital stock of the Company hereafter issued and outstanding and (C) any shares of capital stock of the Company into which such shares may be converted or for which they may be exchanged or exercised.
Fair Value Per Share means, as of the date the Purchase Option is exercised, (i) if the Shares are not publicly traded, a price determined in good faith by the Board of Directors of the Company or (ii) if the Shares are publicly traded, the average closing price per share of Common Stock as reported in the over-the-counter market as reported on the Nasdaq National Market System or on the principal national securities exchange on which it is so traded, as the case may be, during the ten trading days ending on the trading date immediately prior to the date the Purchase Option is exercised.
Fair Value Per Share means, as to any security, (i) if such security is Publicly Traded, the Market Price of such security and (ii) if such security is not Publicly Traded, the market value thereof as reasonably determined in good faith by the Board, using an appropriate valuation method, assuming an arms-length sale to an independent party (not taking into account any reduction in the value of such security due to such security representing a minority interest in the Company or any discount based upon the illiquidity of such security); provided, however, that if the Selling Investor shall disagree with the valuation made by the Board and such disagreement is not resolved within ten (10) days of the Board's determination, then Fair Value Per Share shall be determined in accordance with the Appraisal Procedure. Any determination of Fair Value Per Share hereunder shall be made as of the date that the right to repurchase such Shares arises under this Section 9.
Fair Value Per Share as at any date means:
Fair Value Per Share means the fair value per Share of the Company as estimated by the
Fair Value Per Share means the fair value of each share of Stock, as determined in good faith by the Board, including at least one member of the Board designated by holders of Preferred Stock in accordance herewith.