Executive Group. The term “Executive Group” shall mean Executive and Executive’s Permitted Transferees. 1.21 Fair Market Value. The term “Fair Market Value” used in connection with the value of Units shall mean the fair value of a Unit determined in good faith by the Board using its reasonable business judgment (valuing the Company and its Subsidiaries as a going concern) disregarding any discount for minority interest or marketability of the Units, whether due to transfer restrictions or the lack of a public market for the Units. The Board shall conduct a valuation annually and, in connection with such valuation, agrees to consult with a nationally recognized valuation expert. For the avoidance of doubt, the determination of Fair Market Value of any Unit shall be based on the amounts that would be distributable in respect of such Unit under the terms of the LLC Agreement, including any adjustments necessary to reflect the portion of any tax distributions that were previously made in respect of such Unit but not charged against other distributions in respect of such Unit.
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Sources: Management Unit Subscription Agreement (PGA Holdings, Inc.), Management Unit Subscription Agreement (PGA Holdings, Inc.)