Fair Value Price means, with respect to each Option Share, as of any date of determination, (X) in the event there is no public market for the Common Stock, the quotient obtained by dividing (a) the excess of (I) the product of (A) the Company's EBITDA (as defined in the Management Stockholders Agreement) for the four full fiscal quarters ending immediately preceding the date of determination, and (B) 6.0 over (II) the excess of (C) the sum of (x) the aggregate principal amount of any Indebtedness (as defined in the Management Stockholders Agreement), determined in accordance with GAAP (as defined in the Management Stockholders Agreement), as of the end of the most recently completed fiscal quarter of the Company and (y) the aggregate liquidation value (including any accrued dividends thereon) of any outstanding preferred stock of the Company or any of its subsidiaries that is held by persons or entities other than the Company or any of its subsidiaries, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company, over (D) the sum of the amount of cash deemed to be on hand as of the end of such quarter as a result of the assumed exercise of all outstanding Options as described in the next paragraph and the amount of cash and cash equivalents, determined in accordance with GAAP, held by the Company or
Fair Value Price means, with respect to each share of Common Stock, an amount equal to the fair market value (valued on a going concern basis) of a share of such stock, as determined in good faith by the Board of Directors of Holdings, without applying any discounts for minority interests, marketability or for legal or contractual restrictions on transferability.
Fair Value Price means the average of the closing prices on the principal stock exchange or over-the-counter quotation system on which the Common Stock is then listed or quoted, or if not then listed or quoted, the fair value of the Corporation's Common Stock as determined in good faith by the Board of Directors. Although Permitted Transactions do not require adjustment of a Conversion Unit, the issuance of equity and equity-linked securities in a Permitted Transaction remains subject to the vote of the Preferred Shares as provided in Section D of this Article IV. Any adjustment made pursuant to this clause (ii) shall become effective immediately upon the date of such issuance.
Examples of Fair Value Price in a sentence
Adjustments to the Fair Value Price may be made, in the sole discretion of the Committee, to account for a full year effect of acquisitions and divestitures, and for other extraordinary gains or losses.
If a particular security is to be valued with a Fair Value Price, PNC will also calculate whether the percentage change from the day’s price for such security versus the Fair Value Price exceeds the established threshold (currently, ten percent or a xxxxx per share).
If VP Distributors instructs PNC to use the current day’s Fair Value Price for a particular security, PNC will use such current day’s Fair Value Price.
If percentage change exceeds the threshold, PNC will reconfirm the Fair Value Price with the Pricing Vendor and promptly inform VP Distributors.
The established Fair Value Price shall remain in place until further public information becomes available requiring the Fair Value Pricing Committee to reconvene or when trading commences and the public markets establish a price.
More Definitions of Fair Value Price
Fair Value Price means the fair value of a security or other asset held by a Company’s determined under the Fund’s Pricing Policies when the market price of that asset is deemed to be not readily available. Pursuant to the Pricing Policies, a Fair Value Price may be supplied by the Fair Value Pricing Vendor, calculated by BNY Mellon using a factor and applying a methodology supplied by the Fair Value Pricing Vendor, or may be determined in good faith by or under the directions of the Board.
Fair Value Price means, with respect to each Share, and option to purchase Shares then exercisable in accordance with its terms as the case may be, as of any date of determination an amount equal to the average of the last reported sale price for the 20 consecutive trading days ended immediately preceding the date of determination for a Share on the principal national securities exchange registered under the Exchange Act on which Shares are listed or admitted to trading, or, if not listed on any such exchange, the average of the closing sale prices per Share during the 20 consecutive trading days ended immediately preceding the date of determination on NASDAQ or, if not quoted on NASDAQ, the average of the highest reported bid and lowest reported asked quotation on NASDAQ during the 20 consecutive trading days immediately preceding the date of determination; provided that if such sales prices or quotations are not available, the Fair Value Price as of any date of determination shall be an amount equal to the quotient obtained by dividing (1) the difference between (a) the product of (i) Packard's consolidated earnings from continuing operations before interest, taxes and depreciation or amortization, excluding extraordinary items, for the four full fiscal quarters ending immediately preceding the date of determination and (ii) 7.0, and (b) Packard's average outstanding consolidated indebtedness and preferred stock (valued, with respect to each series thereof, at the greater of its liquidation preference and its call or redemption price then in effect, if any) based upon such amounts outstanding at the end of each of the four fiscal quarters ending immediately preceding the date of determination (net of any cash and cash equivalents) by (2) the number of Shares then outstanding determined on a fully diluted basis (using the "treasury stock method" in accordance with generally accepted accounting principles), except that, if any date of determination occurs during the first full fiscal quarter immediately following the Closing, the Fair Value Price, in lieu of the result of the formula set forth in this proviso, shall be the Original Purchase Price (as defined below), and if any date of determination occurs during the second, third or fourth full fiscal quarters immediately following the Closing, the Fair Value Price shall be calculated in accordance with the formula set forth in this proviso based on actual results of Packard during the period since the Closing extrapolated...
Fair Value Price. As defined in Section 3.11(c)(ii) of the Sale and Servicing Agreement.
Fair Value Price means with respect to any Membership Interest to be Transferred, the product obtained by multiplying the Aggregate Percentage Interest represented by such Membership Interest by the then Fair Value.
Fair Value Price means, with respect to each Share, as of any date of determination, the quotient obtained by dividing (a) the excess of (I) the product of (A) the Company’s EBITDA for the four full fiscal quarters ending immediately preceding the date of determination, and (B) 6.0, over (II) the excess of (C) the sum of (x) the aggregate principal amount of any Indebtedness, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company and (y) the aggregate liquidation value (including any accrued dividends thereon) of any outstanding preferred stock of the Company or any of its subsidiaries that is held by persons or entities other than the Company or any of its subsidiaries, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company, over (D) the sum of the amount of cash deemed to be on hand as of the end of such quarter as a result of the assumed exercise of all outstanding options as described in the next paragraph and the amount of cash and Cash Equivalents, determined in accordance with GAAP, held by the Company or any of its subsidiaries as of the end of such quarter by (b) the number of Shares then outstanding determined on a fully diluted basis as of the end of its most recently completed fiscal quarter of the Company; provided, however, if there had been a disposition of assets representing a substantial portion of the consolidated assets of the Company, an acquisition of assets representing a substantial portion of the consolidated assets of the Company, a recapitalization of the Company, or other extraordinary transaction in the preceding four quarters then the Fair Value Price shall be adjusted as determined by the Board of Directors in good faith. In making calculations for purposes of subclauses (a) and (b) of the preceding paragraph it shall be assumed that all Options (whether or not then vested or exercisable), warrants and rights to purchase Shares and securities convertible or exchangeable into Shares, if any, outstanding on the date as of which the calculation is being made had been exercised, converted or exchanged on such date if the exercise price or conversion or exchange price is less than the Fair Value Price per share and any purchase price for Shares payable upon such exercise had been paid in cash and appropriate adjustments (including without limitation the reflection of such cash exercise price and the issuance of such additional Shares) ma...
Fair Value Price shall be : an amount equal to the quotient obtained by dividing (1) the difference between (a) the product of (i) the Company's consolidated earnings from continuing operations before interest, taxes, depreciation and amortization,, excluding extraordinary items, for the four full fiscal quarters ending immediately preceding the date of determination and (ii) 7.5, and (b) the Company's average outstanding consolidated indebtedness and preferred stock (valued, with respect to each series thereof, at the greater of its liquidation preference and its call or redemption price then in effect, if any) based upon such amounts outstanding at the end of each of the four fiscal quarters ending immediately preceding the date of determination (net of any cash and cash equivalents in excess of $2.0 million) by (2) the number of Shares then outstanding determined on a fully diluted basis; PROVIDED FURTHER, that if there has been a disposition of assets, an acquisition, recapitalization or reclassification of securities or any other extraordinary transaction in the preceding four quarters, then the Fair Value Price as determined by the formula set forth in the immediately preceding proviso may (but shall not be required to) be adjusted as determined by the Board of Directors acting reasonably.
Fair Value Price means, with respect to each Option