Put Value definition

Put Value means, as of the Put Notice Date, the greatest of (a) the Revenue Multiple multiplied by Revenue for the prior calendar year, (b) the EBITDA Multiple multiplied by EBITDA, and (c) the Recent Financing Equity Value. If a Put Participant exercises a Put then subject to the “Put Limitations” below, the applicable Interests will be purchased within 90 days of the determination of the Put Purchase Amount.

Put Value means the greater of: (i) the gross proceeds (in United States Dollars) received by the Company for all Investor Preferred Shares issued to the Existing Shareholders and TRIP Shareholders (for purposes of this Section 5.2(a) only, and solely for purposes of calculating the Put Value, the gross proceeds (in United States Dollars) received by the Company for all Investor Preferred Shares issued to the TRIP Shareholders shall be deemed to be the same per share price as that received by the Company for all Investor Preferred Shares issued to the Existing Shareholders), plus any declared and unpaid dividends on such Investor Preferred Shares; and (ii) the Fair Market Value (in US$) of such Investor Preferred Shares.

Put Value means three (3) times Adjusted EBITDA, the product of which shall be reduced by (i) the outstanding principal and accrued interest owing by the Corporation to The CIT Group/Credit Finance Inc. or the Corporation's then current primary lender(s), on the Valuation Date, to a maximum reduction of the sum of Five Million Dollars ($5,000,000.00); and (ii) any acquisition debt of the Corporation approved by the Board of Directors.

Examples of Put Value in a sentence

• In the event of a Put, the purchase price for a Put Participant’s Interests shall be the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put Value (as defined below) as of the Put Notice Date were distributed to the equityholders of the Company through a hypothetical liquidation waterfall (the “Put Purchase Amount”).

• In the event of a Call, the purchase price for a Put Participant’s Interests shall be the amount (the “Call Purchase Amount”) that is equal to (i) the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put Value as of the Call Notice Date were distributed to the equityholders of the Company, multiplied by (ii) 120%.

• The amount paid for any Attributable Preferred Units purchased pursuant to a Preferred Unit Early Put shall be the Stated Early Put Value.

• On or after December 31, 2004, Member will have the right (“Put Right”) to sell all of the Units to Heritage, and Heritage will be obligated to purchase the Units from Member, at a price (“Put Price”) equal to the Put Value of the Units as reflected on Exhibit A.

• However, there can be no assurance that the conversion value of the LYONs will exceed the Put Value on or shortly prior to that date.

More Definitions of Put Value

Put Value means the greater of: (i) the gross proceeds (in United States Dollars) received by the Company for all Preferred Shares issued to the Shareholders (plus any declared and unpaid dividends on such Preferred Shares); and (ii) the Fair Market Value (in US$) of such Preferred Shares.

Put Value means (i) if the Redemption Rights are exercised in connection with an Initial Public Offering prior to December 28, 2006, the per share price of the Common Stock sold to the public in such Initial Public Offering; or (ii) if the Redemption Rights are exercised in connection with an Event of Default or at any time after December 28, 2006, the greatest of (A) the Liquidation Value, (B) the price per share of the Class C Common Stock based upon the fair market value of the Company as of such date without taking into account any minority discount and (C) the price per share to the public in any Initial Public Offering consummated prior to the repurchase of the capital stock subject to the Redemption Rights. In the case of subsection (B) above, the fair market value shall be determined as of the date of the Investor Election Notice pursuant to an appraisal performed by a nationally recognized investment banking firm selected by the Company and approved by the Requisite Class C Holders.

Put Value means the Company Value Per Share as of the Put Date. The Committee, in its discretion, acting in good faith, may cause the independent valuation of Company Value Per Share to be performed as of (a) the Put Date, (b) the end of (i) the month in which the Put Date occurs or (ii) the immediately preceding month, (c) if the Put Date occurs in the first nine months of the fiscal year of the Company, the last day of the preceding fiscal year, or (d) if the Put Date occurs in the last three months of the Company’s fiscal year, the last day of the fiscal year in which the Put Date occurs.

Put Value shall be equal to (i) eight MULTIPLIED by the sum of (A) the consolidated net earnings before interest and taxes ("EBIT") for the Company and its Subsidiaries during the 12-month period ended immediately prior to the date the Put Notice is given, and (B) all non-cash charges to such EBIT for such 12-month period, including depreciation and amortization, PLUS (ii) cash and cash equivalents MINUS (iii) funded debt as of the end of such 12-month period.

Put Value. IF ACTUAL EBITDA <= 6,434,000: ($ 6,434,000 x 6) + 325,000 - Y "PUT VALUE" IF ACTUAL EBITDA > 6,434,000: ($ 6,434,000 x 6) + [(actual EBITDA - 6,434,000) x 3] + 325,000 - Y

Put Value means an amount equal to the product of (i) the Fair Market Value (as hereinafter defined) of Holdings multiplied by (ii) a fraction, (x) the numerator of which is the total number of Warrant Shares issued or issuable to the Holder upon exercise of the Warrant and (y) the denominator of which is the total number of Fully Diluted Shares (as defined below) outstanding, in each case as of the date of the Put Closing.

Put Value means in respect of the First Put Date 141.73 per cent. of the Issue Amount or in respect of an Additional Put Date the Additional Put Price specified in a relevant Additional Put Notice;