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 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;
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 addition, if such Designated Event also constitutes a Fundamental Change, the holder shall be entitled to an increase in the Put Value Rate, if any, specified in Section 13.01(e).
The amount paid for any Attributable Preferred Units purchased pursuant to a Preferred Unit Early Put shall be the Stated Early Put Value.
Holders may not exercise this right if holders participate (as a result of holding the Notes, and at the same time as the holders of Common Stock) in any of the distributions described in clauses (i) or (ii) above as if such holders held a number of shares of Common Stock equal to the applicable Put Value Rate on the record date for such distribution, multiplied by the aggregate principal amount (expressed in thousands) of Notes held by such holders, without having to put their Notes.
In no event (except for share combinations) shall the Put Value Rate be decreased pursuant to this Section 13.04(a).
More Definitions of Put Value
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 Components to The CIT Group/Credit Finance Inc. or Components' 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 Components approved by the Board of Directors of Components. "Adjusted EBITDA" shall mean the sum of the earnings of Components, calculated in accordance with G.A.A.P., consistently applied, by the independent certified public accountant(s) who last audited Components' financial statement, except as set forth below before payment of interest and taxes and before deducting depreciation and amortization, for the twelve (12) month period ended on the last day of the month immediately preceding the Valuation Date, plus all payments made by Components to Noble in excess of One Hundred Thousand Dollars ($100,000.00) for the twelve (12) month period ended on the last day of the month immediately preceding the Valuation Date, plus all payments made as increased salary for the twelve (12) month period ended on the last day of the month immediately preceding the Valuation Date. The following shall be subtracted from earnings for the calculation of Adjusted EBITDA: the interest or dividend paid during the aforementioned twelve (12) month look-back period on the balance of any debt or face value of preferred stock on the books of Components on July 1, 1996, or subsequently placed into an alternative vehicle, due and owing to Xxxxxxx X. Reason, RJR Investments, Xxxxxxx Xxxxxx, and/or the Nine Hundred Sixty Thousand Dollars ($960,000.00) which is owed to DCT.
Put Value of a share of Restricted Stock on a given date (prior to the time the Restricted Stock is Publicly Traded) means the fair market value of such Restricted Stock, without discount for minority interest or illiquidity, as agreed between PSC and Cannxxxxx or, if no such agreement can be reached within 20 days, as determined by an independent appraiser (the costs of which will be paid by PSC) selected jointly by PSC and Cannxxxxx. Xf an independent appraisal is necessary, PSC and Cannxxxxx xxxl negotiate in good faith to agree on the appraiser within 30 days. If they cannot agree, the appraiser will be selected by an independent arbitrator selected pursuant to the rules of the American Arbitration Association. The appraiser will make its determination within 60 days after selection.
Put Value means the greater of: (i) the gross proceeds (in United States Dollars) received by the Company for all Preferred Shares issued to the Shareholders (plus any declared and unpaid dividends on such Preferred Shares); and (ii) the Fair Market Value (in US$) 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 shall have the meaning set forth in Section 7.4(c) of this Agreement.