Base Valuation definition
Examples of Base Valuation in a sentence
The Base Valuation shall be adjusted annually by an adjustment factor, which reflects the increased commercial and industrial property values within the community, as provided in Chapter 40, Section 59 of the Massachusetts General Laws.
The Purchase Consideration (as defined in Section 1.3 below) is subject to adjustment as set forth in Section 1.5 below based upon the Company’s cumulative net income or cumulative net losses from the Base Valuation Date to the Closing Date as duly reflected in the Company’s financial statements for the period June 1, 2010 through the Closing Date (“Closing Date Financial Statement”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Valuation Price (as adjusted in accordance with Section 5)(a)) on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Valuation Price in the Notice of Conversion.
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Valuation Price (as adjusted in accordance with Section 3(a)) on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Valuation Price in the Notice of Exercise.
Except as set forth in Schedule 2.13, the Company owns outright, and has good and marketable title to all of its assets, properties and businesses (including all assets reflected in the Balance Sheet, except as the same may have been disposed of in the ordinary course of business since the Base Valuation Date), free and clear of all liens, mortgages, pledges, conditional sales agreements, restrictions on transfer or other encumbrances or charges.