Corporate Value definition

Corporate Value means the market value of the Company less outstanding liabilities; provided that in no event shall the value exceed the product of (x) 7 multiplied by (y) the average EBITDA for the two twelve-month periods immediately preceding the date of the calculation. In the event the Call Option is exercised in connection with the sale of the Company, the Corporate Value shall be the sale price for all of the equity of the Company. In the event that Shareholder and MRSC do not agree on the calculation of the Purchase Price or the Corporate Value, any dispute shall be resolved pursuant to arbitration in accordance with the rules of the American Arbitration Association then in effect. Such arbitration result shall be binding on the parties. The Purchase Price for the Shares that are repurchased pursuant to the Mandatory Put Exercise shall be the Purchase Price determined above, except when the Mandatory Put Exercise results from a Termination for Good Cause, other than death or Disability or not for Good Reason, the purchase price shall be the Original Purchase Price plus accrued interest on the Promissory Note. MRSC shall make payment of the purchase price for any Shares reacquired pursuant to the Exercise or the Mandatory Put Exercise by offsetting and reducing the outstanding principal balance of, and any accrued interest on, the Promissory Note delivered to MRSC by Shareholder pursuant to Section 2 of this Exhibit Agreement. The closing of the Exercise or the Mandatory Put Exercise shall be not less than 30 and not more than 45 days following notice of such exercise on a date mutually agreeable to MRSC and Shareholder (the "Closing Date"); provided, however, that in the event of a dispute regarding the Purchase Price or the inability to determine Corporate Value, the Closing Date shall be a date not less than 30 and not more than 45 days following resolution of such dispute. The balance of the purchase price owing to Shareholder, if any, shall be paid on the Closing Date by delivering to Shareholder MRSC's check in the amount of the balance of such purchase price. On the Closing Date, the Share ownership relating to the shares repurchased recorded in MRSC's share register shall be canceled by MRSC.
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Corporate Value means overall value including economic and social value (contributing to resolve social issues) generated through the business activities of the ENEOS Group, and reputation appraised by every stakeholder.
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Corporate Value means: "Tangible Book Value" plus ten times the average of the annual net income determined in accordance with generally accepted accounting principles and reflected in TriZetto 's consolidated financial statements in the three years ended on the 31st of the December immediately preceding the date of grant.
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Examples of Corporate Value in a sentence

  • Represents elimination of expense associated with deferred payments made in connection with the acquisition of Standard & Poor’s Corporate Value Consulting business in September 2005.

  • Based upon such comparisons, the following number of Reserved Units shall become Units Available for Award: such number of Reserved Units that would have become Units Available for Award had such Calculated Corporate Value been achieved on the first date indicated above with a lower Corporate Value Target than the Calculated Corporate Value minus the number of Reserved Units previously designated Units Available for Award.

  • Prior to E&Y, he led the Corporate Value Consulting practice at PricewaterhouseCoopers (PwC) in its Barcelona office from 1999 to 2001.

  • For purposes of illustration, if the Calculated Corporate Value in connection with a Sale of the Company is $365 million and the Cumulative Adjustment Amount at such time is zero, then 70% of the Reserved Units would have become Units Available for Award (the 12/31/98 Vesting Date has a Corporate Value Target lower than the Calculated Corporate Value).

  • At any time that a Corporate Value Target shall be determined, such amount shall be increased (or decreased) by the positive (or negative) amount equal to the Cumulative Adjustment Amount as of such date.

  • In connection with any Sale of the Company, the Board shall calculate (with the assistance of the Company's independent public accountants) the Company's Calculated Corporate Value and shall compare such calculations to the Corporate Value Targets listed in Section 7(c).

  • Xxxxxxx, Xx., Trustee SCHEDULE 1 STOCKHOLDER NUMBER OF SHARES PURCHASED Massachusetts Mutual Life Insurance Company 314,205 MassMutual High Yield Partners II LLC 314,204 MassMutual Corporate Value Partners Limited 119,697 Xxxxxx XxXxxxx, XX 14,599 Xxxx X.

  • Each of the Parties confirms to the other that such Party has not incurred nor shall become liable for any advisory, appraisal or other fee or commission in connection with the transactions contemplated by this Agreement, except that MS R & D intends to pay a fee to Standard & Poor’s Corporate Value Consulting, a division of the XxXxxx-Xxxx Companies, Inc..

  • If on any Vesting Date the Calculated Corporate Value is less than the Corporate Value Target no Units shall then vest, but the number of Units which were available for vesting at such time shall be included in the number of Units available for vesting on the next Vesting Date.

  • Xxxxx 0000 Xxxx Xx. Xxxxxxxxxxx, XX 00000 460,024 MassMutual Corporate Value Partners Limited Babson Capital Management Attn: Xxxxxx X.


More Definitions of Corporate Value

Corporate Value shall have the meaning given in Section 5.1.
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Corporate Value shall be defined as the product of (X) the Company’s trailing twelve (12) months Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) multiplied by (Y) six (6) plus (Z) the Company’s cash on hand as of the last day of the calendar quarter next preceding the month in which the Put Event occurs. The per share calculation of Corporate Equity Value shall take into account all Shares and the net value of all securities convertible or exercisable into Shares, including the Shares for which any unexercised portion of the Warrant may be converted.
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Related to Corporate Value

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

  • Total Open-End Mutual Fund Average Net Assets means the average of all of the determinations of the aggregate net assets of all open-end funds sponsored by Xxxxxx Management (excluding the net assets of such funds investing in, or invested in by, other such funds, such as Xxxxxx RetirementReady® Funds and Xxxxxx Money Market Liquidity Fund, to the extent necessary to avoid "double-counting" of such net assets) at the close of business on each business day during each month while the Management Contract is in effect.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (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 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.

  • Reference Value means the last reported sales price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

  • 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.

  • Note Value means, with respect to any day, the present value of the unpaid Scheduled Payments on the Receivables, discounted at an annual rate equal to 4.75%. For purposes of calculating Note Value, in the case of a defaulted Receivable: (a) prior to the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the Scheduled Payments on such Receivable will be computed based on the amounts that would have been the Scheduled Payments had such default not occurred; (b) at the earlier of the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the amount added to the Note Value with respect to such Receivable will be the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures and (c) after the time such defaulted Receivable becomes a Liquidated Receivable, and after the payment of a Purchase Amount in respect of a Purchased Receivable, there shall be deemed to be no Scheduled Payments due on such Receivable.

  • Worst Value means, in respect of a ST Valuation Date, the RI Value for the Reference Item(s) with the lowest or equal lowest RI Value for any Reference Item in the Basket in respect of such ST Valuation Date.

  • SPS AER Value means the Underlying Reference Value.

  • Economic Value – means the value of the Company and of its shares, to be determined by a specialized company by using a recognized methodology or based on another criterion to be defined by the CVM.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Unit Value means, at any time, the value of each Stock Unit, which value shall be equal to the Fair Market Value (as defined in the Plan) of a Share on such date.

  • Historical Fair Market Value means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

  • 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)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Capitalization Value means, at any time, the sum of (1) with respect to Real Property Businesses (other than UJVs), individually determined, the greater of (x) Combined EBITDA from such businesses (a) in the case of all Real Property Businesses other than hotels or trade show space, for the most recently ended calendar quarter, annualized (i.e., multiplied by four), and (b) in the case of hotels or trade show space, for the most recently ended four consecutive calendar quarters, in both cases, capitalized at a rate of 6.0% per annum, and (y) the Gross Book Value of such businesses; (2) with respect to Other Investments, which do not have publicly traded shares, the Net Equity Value of such Other Investments; (3) with respect to Real Property UJVs, which do not have publicly traded shares, individually determined, the greater of (x) Combined EBITDA from such Real Property UJVs (a) in the case of all Real Property UJVs other than those owning hotels or trade show space, for the most recently ended calendar quarter, annualized (i.e., multiplied by four), and (b) in the case of Real Property UJVs owning hotels or trade show space, for the most recently ended four consecutive calendar quarters, in both cases, capitalized at the rate of 6.0%, less Borrower’s Pro Rata Share of any Indebtedness attributable to such Real Property UJVs, and (y) the Net Equity Value of such Real Property UJVs (subject to the last sentence of this definition); and (4) without duplication, Borrower’s Pro Rata Share of Unrestricted Cash and Cash Equivalents, the book value of notes and mortgage loans receivable and capitalized development costs (exclusive of tenant improvements and tenant leasing commission costs), and the fair market value of publicly traded securities, at such time, all as determined in accordance with GAAP. For clarity, the parties acknowledge and agree that the calculations pursuant to clause (1)(x) and (y) and clause (3)(x) and (y) above in this definition are intended to be made on a Real-Property-Asset-by-Real-Property-Asset basis. For the purposes of this definition, (1) for any Disposition of Real Property Assets by a Real Property Business during any calendar quarter, Combined EBITDA will be reduced by actual Combined EBITDA generated from such asset or assets, (2) the aggregate contribution to Capitalization Value in excess of 35% of the total Capitalization Value from all Real Property Businesses and Other Investments owned by UJVs shall not be included in Capitalization Value, and (3) the aggregate contribution to Capitalization Value from leasing commissions and management and development fees in excess of 15% of Combined EBITDA shall not be included in Capitalization Value. To the extent that liabilities of a Real Property UJV are Recourse to Borrower or the General Partner, then for purposes of clause (3)(y) above, the Net Equity Value of such Real Property UJV shall not be reduced by such Recourse liabilities.

  • Stock Price shall have the meaning specified in Section 14.03(c).

  • Stock Value means an amount equal to (a) 25% multiplied by (b) (i) the Closing Purchase Price, minus (ii) the Financial Debt, minus (iii) the Transaction Expenses.

  • 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.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Intrinsic Value means reinstatement value of insured property or item less due allowance for betterment, wear and tear and/or depreciation

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Cash Value means the greater of (i) the amount that the policyholder is entitled to receive upon surrender or termination of the contract (determined without reduction for any surrender charge or policy loan), and (ii) the amount the policyholder can borrow under or with regard to the contract. Notwithstanding the foregoing, the term “Cash Value” does not include an amount payable under an Insurance Contract as:

  • Aggregate Industry Equivalent Unit Score is then calculated for each S&P Industry Classification, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • RI Value means, in respect of a Reference Item and a ST Valuation Date, (i) the RI Closing Value for such Reference Item in respect of such ST Valuation Date, divided by (ii) the relevant RI Initial Value (expressed as a percentage).

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.