Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.
Company Value means USD $150,000,000;
Company Value. If the Determination Date is occasioned by the sale of all or substantially all of the Operating Assets of the Company and its subsidiaries, the remainder of (x) the sum of (i) the net after-tax consideration received in the sale of all or substantially all of the Operating Assets and (ii) Current Assets minus (y) the sum of (i) the Base Cost, (ii) Operating Liabilities not assumed by the purchaser or transferee and (iii) Liabilities other than Operating Liabilities. If any of such consideration shall have been paid in notes or other securities, the Company shall, by resolution of its board of directors, establish a value therefore, which value shall be conclusively binding upon the parties hereto and, in establishing the value of debt securities, in addition to such other considerations as the board of directors of the Company may deem relevant, the amounts payable thereunder shall be discounted to their present value on the basis of such discount rate as is deemed appropriate by the board of directors. If the Determination Date is occasioned by the sale of all or substantially all of the equity interests in the Company or subsidiaries of the Company, Company Value shall be the remainder of (x) the net after-tax consideration received in such sale of equity interests minus (y) the sum of (i) the Base Cost and (ii) any Liabilities not assumed by such purchaser or transferee. If the Determination Date is occasioned by the sale of the equity interests of the Parent, Company Value shall be the remainder of the pre-tax consideration received minus (y) the sum of (i) the Base Cost and (ii) any Liabilities not assumed by such purchaser or transferee for which shareholders of the Parent continue to be liable after the closing of such sale. If the Determination Date is occasioned by an event other than a Sale, Company Value shall be the remainder of (x) the sum of (i) the Formula Operating Asset Value and (ii) Current Assets minus (y) the sum of (i) Base Cost and (ii) Liabilities other than Operating Liabilities provided, however, that if a Sale is consummated within one hundred eighty (180) days after the Determination Date, Company Value shall be determined as if the Determination Date had been occasioned by the Sale.
Examples of Company Value in a sentence
The Customer undertakes to pay the Company Value Added Tax at the then prescribed rate, payable in respect of the exclusive amount reflected in any invoice.
Xxxx Price International Stock Portfolio Warburg Pincus Small Company Value Portfolio AMENDMENT NO.
Small Company Value Fund Small Company Value Trust (JHVIT) 1.050% — first $500 million; and 1.000% — excess over $500 million.
Smucker Company, Value Creation Partners, Inc., Best Brands Corp., and IMCB Corp.
Small Company Value Fund Small Company Value Trust (JHT) 1.050% — first $500 million; and 1.000% — excess over $500 million.
More Definitions of Company Value
Company Value. With respect to any Accounting Period, the excess, if any, of (x) the Formula Value for such Accounting Period over (y) the Base Cost.
Company Value means, as of a date of determination, the aggregate value of all the Members’ Membership Interests, determined as of such date as follows. Upon the occurrence of an event requiring the determination of the Transfer Value or upon the occurrence of a valuation required because of an Additional Capital Contribution, the Members shall for a period of sixty (60) days of the occurrence of such event (the “Company Value Negotiation Period”), negotiate, in good faith, in an attempt to mutually agree on the Company Value. If the Members fail to reach agreement on a Company Value or terms during the Company Value Negotiation Period, the Members will attempt to agree on an independent Third Party appraiser of national reputation who then will determine the Company Value within sixty (60) days after appointment by the parties. If the Members are unable to agree on an independent Third Party appraiser within fifteen (15) days after the end of the Company Value Negotiation Period, each Member will appoint an independent Third Party appraiser of national reputation within thirty (30) days after the end of the Company Value Negotiation Period which appraisers will within fifteen (15) days of the date upon which the last of the two appraisers was appointed, agree on a third independent Third Party appraiser of national reputation who is qualified to make the Company Value determination and has no material relationship with either Member or any of their Affiliates (the “Independent Third Party Appraiser”). Within sixty (60) days of the appointment of the Independent Third Party Appraiser, the three appraisers will report back to the Members with the Company Value that is agreeable to all three appraisers or, absent agreement of the appraisers, will each report its Company Value, and the Company Value will be deemed to be an amount equal to: (A) the sum of (x) the determination of Company Value as determined by the Third Party Appraiser, * Confidential treatment requested plus (y) whichever of the two determinations of Company Value determined by the appraisers appointed by the Members is closer to the determination of Company Value as determined by the Third Party Appraiser, divided by (B) two. The Company Value determined in accordance herewith shall be final and binding on the Members and not challengeable by them. The Members shall split the cost of, as applicable, the one appraiser or the Independent Third Party Appraiser in accordance with their respective Percentage I...
Company Value means, with respect to a Change in Control, the total amount paid or payable, directly or indirectly, to, or for the benefit of, the Company (including any subsidiary thereof) and/or (but without duplication) the equity security holders of the Company (“Equityholders”) in respect of their Company equity securities, including amounts paid or payable to holders of options, warrants or convertible securities, of (i) cash, (ii) equity securities or other equity interests or debt securities or notes, (iii) in a sale of assets, the fair value of assets retained by the Company after consummation of the Change In Control minus the fair value of any liabilities retained by the Company after consummation of the Change in Control; (iv) the amount of any other consideration paid or payable to, or for the benefit of, the Company or to any Equityholder in respect of their Company equity securities, including any consideration held in escrow, future payments which are contingent upon the performance of the Company or any successor to the Company, and the amount of any extraordinary dividends or distributions paid to the holders of the Company’s equity securities in connection with the Change in Control. In the event a Change in Control is accomplished through a recapitalization, reorganization, restructuring, tender offer or other share purchase that results in an acquisition of less than all of the Company's outstanding equity securities, or other similar transaction, the Company Value shall also include the value of the Company’s equity securities or other equity interests retained by its Equityholders. If any part of the Change in Control transaction(s) includes future payments such as earn-out payments, escrowed proceeds, or post-closing adjustments (“Future Proceeds”), those amounts shall be included as part of the Company Value at the Estimated Present Fair Value. The "Estimated Present Fair Value" is the fair value, as of the date of the Change in Control, of the potential Future Proceeds as determined in good faith by the board of directors by (i) determining the potential amounts of Future Proceeds and the probabilities of the actual receipt of such potential amounts of Future Proceeds (the "Probability Weighted Expected Payout"), and (ii) then determining the present value as of the date of the Change in Control of such Probability Weighted Expected Payout by discounting at the prevailing rate on United States Treasury obligations having a maturity most closely...
Company Value means the fair market value that a willing buyer and willing seller, with neither acting under compulsion, would agree upon for the purchase and sale of the Company and its consolidated subsidiaries in an arms length transaction, without any discounts for illiquidity, minority interest, or voting or transfer restrictions, as determined pursuant to Article 2.3(b).
Company Value means the Holding Value as defined in and determined from time to time in accordance with the provisions of the Stockholder Agreement.
Company Value means the aggregate Fair Market Value of all outstanding Shares of the Company's capital stock. Notwithstanding the foregoing, however, in the case of a Change-in-Control Transaction, the Company Value shall be the implied value of the Company utilized in determining the terms of such acquisition.
Company Value has the meaning set forth in Section 7.06(c).