Fair Market Value of FHGLP Interests Sample Clauses

Fair Market Value of FHGLP Interests. (a) The net fair market value of the partnership interest of each FHGLP Partner in FHGLP immediately following the redemption of a portion of the partnership interest of each Redeemed Partner and the General Partner pursuant to Section 2.6 and the assignment of a portion of the General Partner's interest in FHGLP to each of Hellman & Friedman Capital Partners II, L.P. and Hellman & Friedman Xxxxxal Xxxxxxxs, A California Limited Partnerxxxx, for xxxxxxxs of this Agreement shall equal the product of (1) such FHGLP Partner's post-redemption percentage, as determined pursuant to Section 3.6(b), times (2) the net fair market value of FHGLP immediately prior to the Closing, and the net fair market value of FHGLP immediately prior to the Closing shall equal (1) the fair market value of the Excluded Falcon Assets, as agreed to between the General Partner and Belo, plus (2) the net fair market value of the partnership interests and other assets of FHGLP that are contributed to NewFalcon pursuant to Section 2.2(a)(2), as determined in accordance with Section 3.5 (taking into account any adjustment thereto as provided elsewhere in this Article 3), plus (3) the Current Assets of FHGLP as of the Effective Time (other than Current Assets contributed to NewFalcon pursuant to Section 2.2(a)(2)), less (4) the amount of any payments made prior to the Closing pursuant to the amendment to the Existing Incentive Plan contemplated by Section 2.8(i)), to the extent such payments or any indebtedness incurred in connection with such payments were not taken into account in calculating Current Assets, Current Liabilities, or Indebtedness of FHGLP for purposes of this Section 3.6(a), less (5) the Current Liabilities of FHGLP as of the Effective Time (other than Current Liabilities assumed by NewFalcon or another Falcon Entity pursuant to Section 4.2), less (6) Indebtedness of FHGLP as of the Effective Time (other than Indebtedness assumed by NewFalcon or another Falcon Entity pursuant to Section 4.2), less (7) the aggregate amount specified next to the names of the Redeemed Partners in the table in Section 2.6(a) (but excluding the amount specified in such table next to the name of any FHGLP Partner that elects pursuant to Section 2.6(b) not to be a Redeemed Partner). The General Partner and Belo agree to negotiate in good faith to reach an agreement on the value of the Excluded Falcon Assets as soon as practicable after the date of this Agreement.
Sample 1
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Related to Fair Market Value of FHGLP Interests

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Current Per Share Market Value For the purpose of any computation hereunder, the “Current Per Share Market Value” of any security (a “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of

  • APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL The undersigned specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

  • Fair Market Rent In the event that it becomes necessary to determine the Fair Market Rent of any Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

  • Date of Exercise The "Date of Exercise" of the Warrant shall be defined as the date that the advance copy of the completed and executed Exercise Form is sent by facsimile to the Company, provided that the original Warrant and Exercise Form are received by the Company as soon as practicable thereafter. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile.

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