Common Equity Value means, as of any date, the fair market value (as determined by an Independent Appraiser pursuant to Section 3.3 hereof) of the entire common stock equity of the Company (without premium for control or discounts for minority interests, restrictions on transfer or lack of voting rights or other premiums or discounts that would be applicable if less than all of the common stock equity is sold in a single transaction), calculated as of such date, plus the aggregate consideration to be paid to the Company upon the exercise of all then outstanding and exercisable warrants, options or convertible securities pursuant to which the Company is then obligated to issue shares of Common Stock (excluding any options or warrants for which the exercise price per share exceeds the Market Value Per Share of a share of Common Stock as of such date).
Common Equity Value means the fair market value of the Company's entire common equity determined on a going concern basis (deducting for such purposes any preferential amounts accruing to or for the benefit of holders of any class of such common equity), as between a willing buyer and a willing seller, taking into account all relevant factors determinative of value, using valuation techniques then prevailing in the securities industry and assuming full disclosure of all relevant information and a reasonable period of time for effectuating such sale, as determined by agreement between the Company and the Executive. If such agreement is not reached within 30 days after the delivery of the Repurchase Notice, Common Equity Value shall be determined by an investment banking firm agreed upon by the Company and the Executive, which firm shall submit to the Company, the Company and the Executive a report within 30 days of its engagement setting forth such determination. If the parties are unable to agree on an investment banking firm within 45 days after delivery of the Repurchase Notice, a firm shall be selected by lot (within seven days) from the investment banking firms set forth on Exhibit D attached hereto, after the Company and the Executive have each eliminated one such firm. Such investment banking firm shall render a determination within 15 days of its engagement. The expenses of such firm will be borne the Company, and the determination of such firm will be final and binding upon all parties.
Common Equity Value means, at any date of determination, the positive difference (if any) between (i) the product of (A) 4.5 multiplied by (B) the sum of the Consolidated EBITDA of the Corporation and its subsidiaries for the immediately preceding and completed four fiscal quarters, minus (ii) the sum of (A) the Corporation’s and its subsidiaries’ aggregate indebtedness (other than any indebtedness or other obligations incurred under Section A.7(f)(vi) of this Article Fourth) as of such date of determination (less cash and cash equivalents, except for $1,000,000 of cash and cash equivalents, as of such date of determination) and (B) the product of (x) the aggregate Accrued Stated Value of the Series A Preferred Stock outstanding as of such date of determination multiplied by (y) the Redemption Multiple applicable as of such date of determination, in each case, as determined in accordance with GAAP. In determining the Common Equity Value in connection with a Change of Control Transaction or other transaction, payments of indebtedness and redemptions of Series A Preferred Stock effected as part of the transaction shall be disregarded. For the avoidance of doubt the Common Equity Value cannot be less than zero.
Examples of Common Equity Value in a sentence
The Company shall select one (1) of the Independent Appraisers listed in the Stockholder Appraiser Notice and use reasonable commercial efforts to promptly engage, at the cost and expense of the Company, such Independent Appraiser to determine the Common Equity Value for purposes of this Agreement.
The terms of such engagement shall provide that the Independent Appraiser shall complete its determination of the Common Equity Value within 45 days of engagement by the Company.
Any determination of the Common Equity Value by an Independent Appraiser pursuant to this Section 3.4 shall be final, conclusive and binding upon the parties.
If the Stockholder has not provided a Stockholder Appraiser Notice which complies with the requirements of this Section 3.3 within thirty (30) days following the Stockholder's receipt of the Repurchase Notice, the Board shall in good faith select an Independent Appraiser to determine the Common Equity Value.
Any determination of the Common Equity Value by an Independent Appraiser pursuant to this Section 3.3 shall be final, conclusive and binding upon the parties.
More Definitions of Common Equity Value
Common Equity Value means, as of any date, the fair market value (as determined in good faith by the Board) of the entire common stock equity of the Company (without premium for control or discounts for minority interests, restrictions on transfer or lack of voting rights or other premiums or discounts that would be applicable if less than all of the common stock equity is sold in a single transaction), calculated as of such date, plus the aggregate consideration to be paid to the Company upon the exercise of all then outstanding and exercisable warrants, options or convertible securities pursuant to which the Company is then obligated to issue shares of Common Stock (excluding any options or warrants for which the exercise price per share exceeds the Market Value Per Share of a share of Common Stock as of such date).
Common Equity Value means an amount equal to the sum of (i) Total Enterprise Value MINUS (ii) Total Net Debt and the Redemption Price (as set forth in the Certificate of Designation of the Company) of all outstanding Preferred Stock PLUS (iii) Total Option Proceeds and Total Warrant Proceeds.
Common Equity Value means, as of the date of determination, the most ------------------- probable value that would be paid for all of the Common Stock Equivalents of the Corporation on a going concern basis in a single arm's-length transaction between a willing buyer and a willing seller, without regard to lack of liquidity of the Company's Securities and without any discount for the lack of control of the Company exercisable by any Purchaser, using valuation techniques then prevailing in the securities industry and assuming full disclosure of all relevant information and reasonably sufficient time for effectuating such sale in a competitive and open market under all conditions requisite to a fair sale, the buyer and the seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale and the passing of title from the seller to the buyer under conditions whereby (1) the buyer and the seller are typically motivated, (2) both parties are well informed or well advised and acting in what they consider their own best interests, (3) a reasonable amount of time is allowed for exposure in the open market, (4) payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto, and (5) the price represents the normal consideration for the Common Stock Equivalents unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.
Common Equity Value shall have the meaning given to such term on Exhibit A attached hereto.
Common Equity Value means, as of any date, the aggregate consideration paid to the Company in respect of the issuance of the shares of Stock then outstanding and the Conversion Constant Shares issuable in respect of the shares of Preferred Stock then outstanding (but excluding any other shares issuable or issued upon conversion of or otherwise in exchange for the Preferred Stock); provided, that Stock issued in exchange for or in respect of services provided or to be provided to the Company shall be deemed to have been issued for no consideration for purposes of the determination of Common Equity Value. For the avoidance of doubt, Common Equity Value shall equal $1 in respect of (x) each share of Stock purchased pursuant to the Subscription Agreement and (y) the Conversion Constant Shares issuable in respect of each share of Preferred Stock purchased pursuant to the Subscription Agreement.
Common Equity Value means, as of any date, the aggregate fair market value of the Common Stock then outstanding based upon the consideration paid to the Company in respect of the issuance of shares of Common Stock in connection with the Bonus Payment Event or as determined by the Committee in good faith.
Common Equity Value means, (i) in the case of a Sale Transaction described in clause (C) or (D) of the definition of “Sale Transaction” the price per share at which the purchaser(s) purchase (or offer to purchase, in the case of a tender offer) Common Stock; (ii) in the case of a Sale Transaction described in clause (A) of the definition of “Sale Transaction” the per share value of consideration paid or delivered to holders of Common Stock; and (iii) in the case of a Sale Transaction described in clause (B) of the definition of Sale Transaction, the amount of cash available for distribution in respect of a share of Common Stock after deducting One Million One Hundred Seventy Five Thousand Dollars ($1,175,000) from the aggregate consideration paid in the Sale Transaction, and assuming the liquidation of Buyer following such Sale Transaction and the repayment in full of all of Buyer’s outstanding Liabilities other than the Assumed Liabilities.