FMV per Share definition

FMV per Share means the average of the closing prices of the shares of Common Stock for the 4 weeks immediately preceding the Determination Date (as defined below); notwithstanding the foregoing, in the event of a Change of Control, “FMV per Share” shall mean the per share value of equity based on amounts paid in the Change of Control.
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FMV per Share means, for the day or period with respect to which the FMV per Share is being determined, the Fair Market Value of the Common Stock determined in accordance with the provisions of Subsection 2(k).
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FMV per Share means (i) if determined upon a Public Offering, the offering price per share of common stock; (ii) if determined upon a Change of Control, the value of the equity of the Company divided by the total number of outstanding shares of common stock of the Company; and (iii) otherwise, the fair market value of the equity of the Company, as determined by the Board of Directors in good faith (based on the opinion of an independent nationally-recognized investment banking firm), divided by the total number of outstanding shares of common stock of the Company; provided, however, that in the case of clause (iii) above if there is an Active Trading Market for the shares of any class of the Common Stock at the time of the determination of the FMV per Share, FMV per Share shall be the average of the closing prices of such Shares for the 20 trading days immediately preceding such determination date.
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Examples of FMV per Share in a sentence

  • If either party shall fail to appoint a Qualified Appraiser within this five-day period, then the other Qualified Appraiser shall unilaterally establish the FMV per Share by a written opinion.

  • If both parties appoint Qualified Appraisers within this five-day period, these two Qualified Appraisers shall establish the FMV per Share in a single written opinion agreed to by both of them.

  • The Company will provide such data as any Qualified Appraiser deems necessary or useful in connection with such Appraiser's determination of the FMV per Share.

  • If the FMV per Share is to be determined by Qualified Appraisers, then Purchaser (or Purchaser's estate) and the Company will each have the opportunity to appoint, at his or its own expense, a Qualified Appraiser, within five days following the expiration of the ten-day period within which the Purchaser (or Purchaser's estate) and the Company could not mutually agree on the FMV per Share.

  • If these two Qualified Appraisers cannot agree on the FMV per Share within 30 days of the appointment of the latter of them, these two Qualified Appraisers shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the FMV per Share.

  • Within 30 days after the determination of the FMV per Share in accordance with this Section 6.2(b), the Company or its assignee may elect to purchase any or all Shares subject to the Company's right of first refusal pursuant to this Section 6.2.

  • For good and valuable consideration, the Company shall grant to the Grantee such number of Performance Units as set forth on the signature page hereof (based on such FMV per Share as of the Grant Date as set forth on the signature page hereof) upon the terms and conditions set forth in this Agreement.

  • The per share exercise price of the Option immediately after the Spin-Off (the “New Exercise Price”) shall be equal to the product (rounded up to the nearest whole cent) of (i) the per share exercise price of the Option immediately prior to the Spin-Off (the “Pre-Spin Exercise Price”) multiplied by (ii) a fraction, the numerator of which shall be equal to the Post-Spin FMV per Share, and the denominator of which shall be equal to the Pre-Spin FMV per Share.

  • The purchase price of the Shares subject to the Option is $FMV per Share which is equal to the Fair Market Value per Share as of the close of trading on the business day immediately preceding the Date of Grant.

  • Within 30 days after the determination of the FMV per Share in accordance with this Section 6.1(b), the Company or its assignee may elect to purchase any or all Shares subject to the Company's right of first refusal pursuant to this Section 6.1.


More Definitions of FMV per Share

FMV per Share means: (i) prior to a Public Offering, the fair market value of the equity of the Company, as determined by the Board of Directors in good faith, taking into account all relevant factors, including the Company's historic financial performance, its business prospects and recent sales or valuations of similar companies; (ii) after a Public Offering, the average of the closing prices of the shares of Common Stock for the 20 trading days immediately preceding the determination date; provided, however, at the time of the Public Offering, the offering price per share of Common Stock; and (iii) notwithstanding the foregoing, in the event of a Change in Control, the per share value of equity based on amounts paid in the Change of Control.
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FMV per Share means, as of any date of determination, the price per Share or other Security determined as follows: (i) The FMV per Share shall be the fair market value of such Share or other Security determined in good faith by the Board (which, for the avoidance of doubt, will include the Board’s review and due consideration of (x) the most recent independent third party valuations of the Company or the Company’s equity and (y) any other valuations with respect to the Company or the Company’s equity) and otherwise in accordance with applicable law. In determining FMV per Share, solely with respect to Rollover Shares, no discount shall be taken on account of minority ownership or lack of marketability. (ii) Notwithstanding the foregoing, the value of a Share or other Security shall at all times be determined in a manner intended to be consistent with Section 409A of the Internal Revenue Code of 1986 (and the regulations and guidance promulgated thereunder), as may be amended from time to time.
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FMV per Share means, as of any date of determination, the price per Share or other Security determined as follows: (i) The FMV per Share shall be the fair market value of such Share or other Security determined in good faith by the Board (which, for the avoidance of doubt, will include the Board’s review and due consideration of (x) the most recent independent third party valuations of the Company or the Company’s equity and (y) any other valuations with respect to the Company or the Company’s equity) and otherwise in accordance with applicable law. (ii) Notwithstanding the foregoing, the value of a Share or other Security shall at all times be determined in a manner intended to be consistent with Section 409A of the Internal Revenue Code of 1986 (and the regulations and guidance promulgated thereunder), as may be amended from time to time.
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FMV per Share means the price per Share or other Security, as applicable, that a Third Party would pay on an arm’s-length basis in connection with the sale of the number of Shares or other Securities that are applicable under the circumstances in which “FMV per Share” is being determined, in each case (i) after giving effect to all of the voting, transfer and other rights and obligations under this Agreement that would apply to a Third Party purchaser of such Share or Security that became a signatory to this Agreement as a Stockholder pursuant to Section 4.1(c) hereof, but (ii) without giving effect to any proposed valuations of the Company or any of the Shares or other Securities that are disclosed by the Company or any Stockholder to any Third Party in connection with the negotiation of any acquisition, strategic investment or other transaction involving an issuance (or potential issuance) of Shares or other Securities.
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Related to FMV per Share

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • 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.

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000).

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

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

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Price Per Share shall have the meaning ascribed to such term in Section 2.1.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Current Per Share Market Price of any security (a "Security" for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(j), as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • 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.

  • Exercise Price Per Share hereinafter “Exercise Price” means the exercise price with respect to all Shares acquired pursuant to each exercise of the Option).

  • Common Share means one share of the common stock of the Company.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • SAR Value means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.