Appraised Fair Value definition

Appraised Fair Value has the meaning set forth in Section 3.05(a).

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Appraised Fair Value has the meaning set forth in Section 2.1(e).

Appraised Fair Value means the fair value of a PRE Dissenting Share as appraised by the Supreme Court of Bermuda, under Section 106(6) of the Companies Act.

Examples of Appraised Fair Value in a sentence

• Any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) exceeds the First Merger Consideration, be entitled to receive such excess amount from the First Surviving Company by payment made within one (1) month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure.

• Any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act (Appraised Fair Value) exceeds the First Merger Consideration, be entitled to receive such excess amount from the First Surviving Company by payment made within one (1) month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure.

• Any holder of Dissenting Shares shall, in the event that the Appraised Fair Value is greater than the Merger Consideration, with respect to Company Shares, or the value of the preferred shares of the Surviving Company as described in Section 6.1(4), with respect to Series A Preferred Shares, be entitled to receive such difference from the Surviving Company by payment made within one (1) month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure.

More Definitions of Appraised Fair Value

Appraised Fair Value has the meaning assigned to such term in Section 1.13(a) of the Agreement.

Appraised Fair Value means, with respect to any security or other property, the fair value (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith, by an independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within ten days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and provided further, that the Company shall pay all of the fees and expenses of any third parties incurred in connection with determining the Appraised Fair Value. Such independent banking firm shall determine Appraised Fair Value assuming a sale between a willing buyer and a willing seller, both of whom have full knowledge of all relevant facts bearing on such decision, and neither of whom is under any compulsion to sell or to buy. Such Appraised Fair Value determination, in the case of any security issued or issuable by the Company, shall not be discounted by virtue of the illiquid nature of such securities or the fact that such securities do not constitute a majority of the Common Stock outstanding but instead shall be deemed to have been sold as part of a transaction in which 100% of the Common Stock outstanding on a Fully Diluted Basis has been sold to a single purchaser.

Appraised Fair Value means the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act.

Appraised Fair Value has the meaning given to it in clause 2.4.1 of Schedule 4; “as of the date of this Agreement” has the meaning given to it in clause 2(r) of Schedule 1;

Appraised Fair Value has the meaning set forth in Section 2.04(a). “Bankruptcy and Equity Exception” has the meaning set forth in Section 3.03(a). “Bermuda Companies Act” has the meaning set forth in Section 1.01. “Book-Entry Share” has the meaning set forth in Section 2.01(c). “business day” means a day except a Saturday, a Sunday or other day on which banks in the City of New York or Bermuda are authorized or required by Law to be closed. “Business IP” has the meaning set forth in Section 3.13(a). “Capitalization Date” has the meaning set forth in Section 3.02(a). “Certificate” has the meaning set forth in Section 2.01(c). “Certificate of Merger” has the meaning set forth in Section 1.02. “Closing” has the meaning set forth in Section 1.06. “Closing Date” has the meaning set forth in Section 1.06. “Code” has the meaning set forth in Section 2.02(g). “Common Share” has the meaning set forth in the Recitals. “Company” has the meaning set forth in the Preamble. “Company Acquisition Agreement” has the meaning set forth in Section 5.02(d). “Company Award” means a Company Option or Company RSU Award, as applicable. “Company Board” has the meaning set forth in the Recitals. “Company Board Recommendation” has the meaning set forth in the Recitals.