Carrying Value Sample Clauses

Carrying Value. For the purposes of Sections 2.1 and 5.5 hereof, -------------- "Carrying Value" of any share of Common Stock being purchased by Endo LLC shall ------------- be equal to the price paid by the selling Employee Stockholder for any such share.
Carrying Value. For the purposes of this Agreement, "Carrying Value" of any share of Company Stock being purchased by the Company shall be equal to the price paid by the selling Management Stockholder for any such share ("Cost"), less the amount of dividends paid to such Management Stockholder in respect of any such share. Notwithstanding anything to the contrary herein, (i) in the case of any share of Common Stock that was issued in exchange for any share of Series B Preference Stock outstanding prior to the Closing pursuant to the Share Exchange (as defined in the Recapitalization Agreement), Cost shall be deemed to be the Redemption Price, and the Carrying Value shall be calculated as set forth above commencing from the date of the Closing through the date of purchase by the Company pursuant to Article II or III and (ii) in the case of any share of Common Stock that was issued upon the exercise of any stock option issued prior to the Closing or issued in exchange for option issued prior to the Closing ("Pre-existing Option"), Cost shall be deemed to be the Redemption Price and the Carrying Value shall be calculated as set forth above.
Carrying Value a) With respect to Property contributed to the Company, the fair market value of such Property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners' Capital Accounts in respect of such contributed Property, and (b) with respect to any other Company Property, the adjusted basis of such Property for federal income tax purposes, all as of the time of determination. The Carrying Value of any Property shall be adjusted at the time of liquidation of the Company and from time to time in accordance with SECTION 1.704-1(b)(2)(iv)(f) of the Regulations.
Carrying Value. For the purposes of Sections 3.1 and 6.5, the "Carrying Value" of any share of Common Stock shall be equal to the price paid by the selling Management Shareholder for all shares sold plus simple interest at a rate per annum equal to 9% which shall be deemed to be the carrying cost, from the date of the Merger through the date of such purchase, less the amount of dividends paid to such Management Shareholder in respect of such share (to the extent that the amount of such dividends does not exceed such interest).
Carrying Value. For the purposes of this Agreement, the "Carrying Value" of: (a) any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Continuing Securityholder for any such share, less the amount of dividends and distributions paid in respect of such share; provided that the price of any share of Common Stock which was either acquired by MLH pursuant to her Exchange Agreement with the Company or acquired by another Continuing Securityholder pursuant to the exercise of Exchange Options shall be equal to $10.00, less the amount of dividends and distributions paid in respect of such share, and (b) any Exchange Option being purchased by the Company shall be equal to the excess of $10.00 over the exercise price for such Exchange Option.
Carrying Value. An amount that is equal to: (i) with respect to Contributed Property, the fair market value of such property at the time of contribution, and thereafter reduced (but not below zero) by all depreciation, amortization and similar expenses charged to Capital Accounts pursuant to Section 3.4. hereof with respect to such property, and (ii) with respect to any other property, the Adjusted Basis of such property. 3 10 1.13. Certificate of Formation. The Certificate of Formation of the Company, in the form attached hereto as Exhibit B, filed or to be filed with the Secretary of State of Delaware in order to form the Company. 1.14. Closing Price. As respects the EPL Shares on any day, the last sale price, regular way, or, in the case no such sale takes place on such day, the average of the high bid and low asked prices, in either case as reported by the NASDAQ on the Bulletin Board, Small Cap Market or otherwise, (as the case may be) or, if the EPL Shares are not then listed or admitted to trading on the NASDAQ, 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 on the principal national securities exchange on which the EPL Shares are listed or admitted to trading, or if the EPL Shares are not listed or admitted to trading on any national securities exchange or NASDAQ, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or, if such system is no longer in use, the principal other automated quotation system that may then be in use. 1.15. Code. The Internal Revenue Code of 1986, as amended from time to time, and all successors thereto. 1.16. EPL Shares. Duly authorized and validly issued shares of Common Stock, $.001 par value, of EPL, or of any entity which acquires substantially all of the assets of EPL or which is a successor by merger or other similar type transaction to EPL; but not including any subsidiary of EPL. 1.17. Contributed Property. Property (other than cash) contributed to the Company by a Member as a contribution to capital (or deemed contributed as a result of a termination of the Company for Federal income tax purposes). 1.18. Contribution Agreement. That certain Contribution Agreement, by and between AIT and the Company, pursuant to which AIT i...
Carrying Value. Carrying Value" shall have the meaning set forth in Section 6.4.
Carrying Value. For the purposes of this Agreement, the “Carrying Value” of any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Stockholder for any such share less the amount of dividends and other distributions paid in respect of such share after the Closing Date; provided that the price of any shares of Rollover Stock shall be equal to the Closing Date Value, less the amount of dividends and distributions paid in respect of such shares after the Closing Date.
Carrying Value. Atari’s financial statements in effect on the Effective Date, indicates that the carrying value of the DEER HUNTER Brand Assets is Four Hundred Thousand Euros (€400,000).