Fair Market Value per Share Sample Clauses

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities exchange or through NASDAQ Stock Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Exercise Notice; (ii) if the Common Stock is actively traded over-the-counter, the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of the shares of Common Stock issued or issuable pursuant to the Warrant requesting the Private Placement (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placement. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting t...
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Fair Market Value per Share. For the purpose hereof, the term "
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Fair Market Value per Share. In any instance where the Fair Market Value per Share (the "FAIR MARKET VALUE PER SHARE") as of any date shall be required to be determined under this Agreement or any of the other Transaction Documents, such determination shall be made by dividing the Fair Market Value as of such date as determined in accordance with this Article XI by the number of outstanding shares of Common Stock as of such date (calculated on a fully-diluted basis).
Sample 1
Fair Market Value per Share the fair market value per Share shall be determined as of the date of an event of Separation (or, in the event of Separation due to the death of a Shareholder, if the Corporation and the Shareholders have failed to exercise their option to purchase the Shares of the deceased Shareholder and the eighteen month period during which the estate may seek a buyer pursuant hereto has expired, then the fair market value per Share shall be determined as of the date that the estate's legal representative shall have offered such Shares to the Corporation for purchase pursuant to Section 5(a)(ii)) by agreement between the relevant parties within thirty (30) days of the effective notice of such event of Separation (or, in the event of the offer to the Corporation by the legal representative of a Shareholder's estate described above, within thirty (30) days of the effective notice of such offer to the Corporation), or if such parties cannot agree within such thirty (30) day period, then by an appraiser approved in good faith by the Board of Directors of this Corporation and experienced in valuations of companies substantially similar to the Corporation. The determination of such appraiser shall be conclusive and binding upon the parties hereto, and shall not be subject to review by any arbitral, judicial or other tribunal or authority.
Sample 1

Related to Fair Market Value per Share

  • 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.

  • 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.

  • per Share The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

  • 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 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

  • 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.

  • Strike Price 8.1 The “Base Year” applicable to this Contract for Difference is 2012.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Grant Date The Grant Date of the Option hereby granted is .

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