Valuation of Company Stock Sample Clauses

Valuation of Company Stock. The Trustee shall value Company Stock at its fair market value for purposes of valuing the Trust Fund under any provision of this Trust Agreement including without limitation for preparing the reports, tax returns and filings contemplated by this Section 3.03 or Section 4.01. Fair market value shall mean for this purpose the closing price of a share of Company Stock on the trading day immediately preceding the date as of which said value is to be presented in such report, tax return or filing, as reported in the Wall Street Journal on the composite tape for issues listed on the New York Stock Exchange.
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Valuation of Company Stock. In the event that the Company elects to pay part of the Purchase Price through the delivery to Holdings of Company Common Stock, the value per share thereof (the “Company Common Stock Valuation”) shall equal the average closing price of Company Common Stock, as reported by the NASDAQ Global Market, or other national exchange that is the primary exchange on which Company Common Stock is then listed, for the thirty (30) trading days immediately preceding (but not including) the second trading day prior to the Purchase Option Closing Date. If Company Common Stock is not then traded on a national exchange or the NASDAQ Global Market, unless otherwise agreed by the Parties, then the Company shall be obligated to pay the Purchase Price solely in cash on the Purchase Option Closing Date. The Company shall calculate the Company Common Stock Valuation in accordance with this Section 2(e), subject to review and confirmation by Holdings.
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Valuation of Company Stock. The value per share of the Company Closing Shares as of the date hereof has been determined by the Parties to equal $2.08 (the “Company Common Stock Valuation”).
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Valuation of Company Stock. Whenever in the Plan the fair market value of Company Stock, when not traded on an established securities market, is to be determined by the Committee, such valuation shall be made in good faith and shall be based on all relevant factors for determining such fair market value. Except as otherwise permitted by the Code and ERISA and applicable regulations and/or rulings thereunder, in the case of a transaction between the Trust and a Disqualified Person such fair market value shall be determined as of the date of the transaction. For all other purposes under Treasury Regulation Section 54.4975-1 1(b)(5) such value shall be determined as of the most recent Anniversary Date (or other more recent valuation date selected by the Committee). The Committee shall base its determination of such fair market value on at least an annual appraisal made as of each Anniversary Date by an independent appraiser meeting requirements similar to those of Treasury Regulations under Section l70(a)(l) of the Code. The method of valuing Company Stock, when such stock is not traded on an established securities market, shall be the same ~for all purposes of the Plan, including but not limited to establishing the price to be paid for Company Stock purchased by the Trust, the price to be paid to a former Participant under the put option required to be granted under Article V(K), and the amount of cash to be paid to a terminated Participant (or the Participant's Beneficiary) from his Matching Company Contributions Account on account of the conversion of shares of the Company Stock in each account into cash.
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Valuation of Company Stock. All valuations of Company Stock that are not readily tradable on an established securities market with respect to activities carried on by the Plan must be made by an independent appraiser selected by the Trustee. The Trustee shall be responsible for reviewing and accepting, in accordance with the fiduciary requirements of ERISA, the appraisal prepared by the independent valuation firm and the factors and assumptions relied on by the independent valuation firm in preparing the appraisal.
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Related to Valuation of Company Stock

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Cancellation of Company Common Stock At the Effective Time, all Company Shares owned by the Company, Parent or Merger Sub shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Adjustment upon Subdivision or Combination of Common Stock If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Definition of Common Stock For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Company as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

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