Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:
Appears in 11 contracts
Samples: Master Closing Agreement, Preferred Stock Purchase Agreement (Fluidigm Corp), Master Closing Agreement (Fluidigm Corp)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation Liquidation Event are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:Board.
Appears in 9 contracts
Samples: Stockholders Agreement, Flash Seed Preferred Stock Subscription Agreement, Flash Seed Preferred Stock Subscription Agreement
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in . In the event of a liquidation, dissolution, merger or winding up other acquisition of the Corporation by another entity, the Distribution date shall be valued as follows:deemed to be the date such transaction closes.
Appears in 3 contracts
Samples: Share Exchange Agreement (Monaker Group, Inc.), Asset Purchase Agreement (Lucas Energy, Inc.), Agreement and Plan of Reorganization (Vision Global Solutions Inc)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any publicly-traded securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:follows (unless otherwise provided in the definitive agreement related to such actual or deemed liquidation, dissolution or winding up):
Appears in 3 contracts
Samples: Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation Deemed Liquidation Event are other than cashcash (the “Distribution”), then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any publicly-traded securities to be distributed to shareholders stockholders in a liquidation, dissolution, or winding up of the Corporation Deemed Liquidation Event shall be valued as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.), Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation Liquidation Event are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation Liquidation Event are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any publicly-traded securities to be distributed to shareholders stockholders in a liquidation, dissolution, or winding up of the Corporation Liquidation Event shall be valued as follows:
Appears in 1 contract
Samples: ir.knightscope.com
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in . In the event of a liquidation, dissolution, merger or winding up other acquisition of the Corporation by another entity, the Distribution date shall be valued as follows:deemed to be the date such transaction closes. Vertex Energy: Series B1 Certificate of Designation 15
Appears in 1 contract
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:
Appears in 1 contract
Samples: Security Agreement (Fluidigm Corp)
