Going Concern Value definition

Going Concern Value means the value of a share of Common Stock determined: (i) as though all outstanding securities which are then convertible into, exercisable for or exchangeable into shares of Common Stock of the Corporation (including, without limitation, vested options and warrants) had been converted into, exercised for or exchanged into Common Stock of the Corporation and any amounts payable upon such conversion, exercise or exchange was paid to the Corporation in connection therewith; (ii) without any reduction in value for lack of control or the inherent lack of liquidity of minority interests; (iii) giving full effect to the earnings history and prospects of the Corporation; and (iv) on a basis which values each share of Common Stock at the same per share price. In order to determine the Going Concern Value, the Board of Directors of the Corporation and the holder or holders of Preferred Stock electing to redeem shares of Preferred Stock shall meet and use their reasonable best efforts to reach a fair agreement on the Going Concern Value. If such parties are unable to reach such agreement within a reasonable amount of time, the Board of Directors shall select an independent appraiser or investment banking firm of national standing within thirty (30) days after giving of notice that requires a determination of Going Concern Value. Such appraiser or investment banking firm will have thirty (30) days in which to determine the Going Concern Value and its determination will be final and binding on all parties concerned. All costs of such determination shall be borne by the Corporation.
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Going Concern Value means an amount equal to the (a) gross proceeds that would be received from the sale of the Partnership and its Subsidiaries as a going concern (whether structured as a merger, consolidation, recapitalization, sale of equity interests, sale of assets or otherwise) in an orderly transaction (or series of transactions) designed to maximize the proceeds therefrom, as between a willing buyer and a willing seller, both in possession of reasonable knowledge of all relevant facts, with neither party being under any compulsion to act or not to act, in an arm's-length transaction, taking into account all relevant factors determinative of value, less (b) an amount equal to 0.5% of such proceeds, less (c) Net Debt, provided that Going Concern Value shall be determined without taking into account any Undistributed Operating Cash.
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Going Concern Value means the projected value of RDI and RFS as of the Effective Date, which shall include the total assets of RFS and RDI (including the value of its direct and indirect interests in the RDI Entities and the SoCal Entities), after taking into account the Plan Funding, as set forth in Exhibit K to the Disclosure Statement.
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Examples of Going Concern Value in a sentence

  • The timing and procedure before the arbitrator (including the requirement that the arbitrator choose the value of one or the other of the competing proposals) will be the same as that followed for the original establishment of the Going Concern Value.

  • The arbitrator will then determine the Going Concern Value of the Company by choosing one or the other of the two proposals; provided that the arbitrator shall not have the discretion or authority to choose any other value.

  • If such parties are unable to reach such agreement within a reasonable amount of time, the Board of Directors shall select an independent appraiser or investment banking firm of national standing within thirty (30) days after giving of notice that requires a determination of Going Concern Value.

  • In order to determine the Going Concern Value, the Board of Directors of the Corporation and the holder or holders of Preferred Stock electing to redeem shares of Preferred Stock shall meet and use their reasonable best efforts to reach a fair agreement on the Going Concern Value.

  • Such appraiser or investment banking firm will have thirty (30) days in which to determine the Going Concern Value and its determination will be final and binding on all parties concerned.

  • As set forth on the Final Closing Balance Sheet VI All code section 197 intangible assets (except - Goodwill and Going Concern Value).

  • The dollar amount set forth on Schedule 3.4 for Goodwill, Going Concern Value, and Other Section 197 Intangibles shall be adjusted pursuant to the residual method under Section 1060 of the Code as a result of any purchase price adjustments.

  • Goodwill and Going Concern Value and Other Code Section 197 Assets Remainder of the purchase price (and applicable liabilities).

  • The Investment Bake▇ ▇▇▇ll render its opinion of the Going Concern Value within sixty (60) days of its appointment and the cost of such opinion shall be bourne entirely by the Company.

  • Upon an Event of Default the Directors appointed by the Non-Defaulting Party shall engage John▇▇▇ ▇▇▇e & ▇ompany or a comparable investment banking firm having relevant expertise doing business in the City of New Orleans, Louisiana (the "Investment Banker") to render its opinion of the value of the Company on a "going concern" basis (the "Going Concern Value") as of the date of the opinion.


More Definitions of Going Concern Value

Going Concern Value means the benefits that attach to the business as a result of its location within the Franchise Area, the Franchisee’s reputation among Subscribers or potential Subscribers for dependability and quality of
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Going Concern Value means the value of an enterprise considered as an operating business, and therefore based on its earning power and prospects, rather than its value in the event of liquidation. A synonym for going-concern value is value in use.
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Going Concern Value means the value of an enterprise as an operating business including intangibles.
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Going Concern Value shall be equal to the average annual Adjusted Net Operating Profit of the Company for the prior two most recent 12-month periods, multiplied by two.
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Going Concern Value means the value of a business entity rather than the value of the real property;
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Going Concern Value means the
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Related to Going Concern Value

  • Consolidated Net Assets means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities, as set forth on the Consolidated balance sheet of the Consolidated Group most recently furnished to the Lenders pursuant to Section 5.01(i)(ii) prior to the time as of which Consolidated Net Assets shall be determined.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Fair Value means, with respect to securities or any other assets, other than cash, the fair market value determined by the Board.

  • Capitalization Value means the sum of (i) Combined EBITDA capitalized at an annual interest rate equal to 8.25%, and (ii) Cash and Cash Equivalents, and (iii) Construction Asset Cost.

  • Company Valuation means $435,000,000.