Corporate Value definition

Corporate Value means the market value of the Company less outstanding liabilities; provided that in no event shall the value exceed the product of (x) 7 multiplied by (y) the average EBITDA for the two twelve-month periods immediately preceding the date of the calculation. In the event the Call Option is exercised in connection with the sale of the Company, the Corporate Value shall be the sale price for all of the equity of the Company. In the event that Shareholder and MRSC do not agree on the calculation of the Purchase Price or the Corporate Value, any dispute shall be resolved pursuant to arbitration in accordance with the rules of the American Arbitration Association then in effect. Such arbitration result shall be binding on the parties. The Purchase Price for the Shares that are repurchased pursuant to the Mandatory Put Exercise shall be the Purchase Price determined above, except when the Mandatory Put Exercise results from a Termination for Good Cause, other than death or Disability or not for Good Reason, the purchase price shall be the Original Purchase Price plus accrued interest on the Promissory Note. MRSC shall make payment of the purchase price for any Shares reacquired pursuant to the Exercise or the Mandatory Put Exercise by offsetting and reducing the outstanding principal balance of, and any accrued interest on, the Promissory Note delivered to MRSC by Shareholder pursuant to Section 2 of this Exhibit Agreement. The closing of the Exercise or the Mandatory Put Exercise shall be not less than 30 and not more than 45 days following notice of such exercise on a date mutually agreeable to MRSC and Shareholder (the "Closing Date"); provided, however, that in the event of a dispute regarding the Purchase Price or the inability to determine Corporate Value, the Closing Date shall be a date not less than 30 and not more than 45 days following resolution of such dispute. The balance of the purchase price owing to Shareholder, if any, shall be paid on the Closing Date by delivering to Shareholder MRSC's check in the amount of the balance of such purchase price. On the Closing Date, the Share ownership relating to the shares repurchased recorded in MRSC's share register shall be canceled by MRSC.
Corporate Value means overall value including economic and social value (contributing to resolve social issues) generated through the business activities of the ENEOS Group, and reputation appraised by every stakeholder.
Corporate Value shall be defined as the product of (X) the Company’s trailing twelve (12) months Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) multiplied by (Y) six (6) plus (Z) the Company’s cash on hand as of the last day of the calendar quarter next preceding the month in which the Put Event occurs. The per share calculation of Corporate Equity Value shall take into account all Shares and the net value of all securities convertible or exercisable into Shares, including the Shares for which any unexercised portion of the Warrant may be converted.

Examples of Corporate Value in a sentence

  • Each of the Parties confirms to the other that such Party has not incurred nor shall become liable for any advisory, appraisal or other fee or commission in connection with the transactions contemplated by this Agreement, except that MS R & D intends to pay a fee to Standard & Poor’s Corporate Value Consulting, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc..

  • With Corporate Value Consulting's assistance, we have allocated the $19.5 million among the 5,928,468 eligible options using a formula based on the Black-Scholes option pricing model that takes into account the option exercise price and the remaining estimated life of the option, which was assumed to be six years for options with a five-year vesting schedule and 10 years for options with a 9.5-year cliff vesting schedule.

  • This Addendum is supplemental to the Terms and Conditions contained in the Maxis Mobile Services Sdn Bhd Registration Form (version 15102008) (“Agreement”) made between Maxis Mobile Services Sdn Bhd (73315-V) (“MMSSB”) and the Customer, and is in respect of the Maxis Corporate Value Plus (Corporate Individual) (“Programme”) made available to the Customer”.

  • First Republic Bank Congress Financial Corporation Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors and MassMutual Corporate Value Partners, Ltd.

  • With the exception of the Institutional Investor Stock owned by MassMutual Corporate Value Partners Limited which may be pledged to its creditors from time to time, none of the Institutional Investors will sell, pledge or otherwise transfer any interest in any shares of Institutional Investor Stock except pursuant to the provisions of subsections (b), (c) or (d) of this Section 2 or unless such sale occurs in connection with or after a Qualified Public Offering consummated by the Company.

  • Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ MassMutual Corporate Value Partners Limited ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇’▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇.

  • The Executive agrees and he shall cause AFH Partners, L.P. to agree not sell any Securities (as defined in the Stockholders Agreement) if such sale would cause a default under Section 9.7(b)(II) of the Securities Purchase Agreements dated August 31, 1995 between the Company, Apollo and each of Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors, MassMutual Corporate Value Partners Limited.

  • Buyer will pay [***] and Seller will pay [***] of (a) the HSR Act filing fee, (b) the fees and expenses of Standard & Poor's Corporate Value Consulting, the appraiser of the Real Property, and (c) any governmental filings or notifications necessitated by the transactions contemplated hereby.

  • MassMutual Corporate Value Partners Limited By Massachusetts Mutual Life Insurance Company, as Investment Manager By /s/ ▇▇▇▇▇▇▇ ▇.

  • Miscellaneous...............................16 Schedule I Rights Agreement This Rights Agreement (the "Agreement") is entered into as of May 1, 1997 by and among (i) Eagle Pacific Industries, Inc., a Minnesota corporation (the "Company"), (ii) Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors and MassMutual Corporate Value Partners Limited (hereinafter referred to collectively as the "Institutional Investors"), (iii) ▇▇▇▇▇ ▇.


More Definitions of Corporate Value

Corporate Value means such dollar amount representing the enterprise value of CAH Holdings as of the Closing Date as agreed by the Parties prior to the Closing Date pursuant to Exhibit F.
Corporate Value shall have the meaning given in Section 5.1.
Corporate Value means: "Tangible Book Value" plus ten times the average of the annual net income determined in accordance with generally accepted accounting principles and reflected in TriZetto 's consolidated financial statements in the three years ended on the 31st of the December immediately preceding the date of grant.
Corporate Value means $563,348,300.”