Fair Value of the Company definition

Fair Value of the Company means the price at which a willing seller and a willing buyer would trade and shall take into account all relevant factors, including the Company’s assets, liabilities, earnings, goodwill, going concern value, and future prospects (in each case after taking into account those certain transactions set forth in Sections 21.6.5, 21.6.7 and 21.7), and shall be determined pursuant to the relevant provisions of this Agreement using standard valuation methodologies, including discounted cash flows, comparable companies and precedent transaction analyses as well as any other techniques deemed applicable by both Members under the market conditions existing at the time at which such determination is made.
Sample 1Sample 2Sample 3
Fair Value of the Company means the value of the Company determined in accordance with the procedure set forth in Section 4.04(c).
Sample 1Sample 2Sample 3
Fair Value of the Company means, as of a particular date, the value (including, for the avoidance of doubt, the control premium associated with a sale of all of the equity of a company), expressed in US dollars, that would be obtained at such time in a sale to an unaffiliated buyer on arm’s-length terms of all of the equity of the Company on a stand-alone basis and, for avoidance of doubt, shall not be subject to any discount for a sale of a minority interest.
Sample 1

Examples of Fair Value of the Company in a sentence

  • If the Members have not agreed on the Fair Value of the Company within thirty (30) calendar days after the date on which the Buy-Out Member delivers such written notice to the Termination Event Member, the Members shall promptly retain a nationally recognized investment banking firm.

  • The Buy-Out Interest Option shall be exercisable by the Buy-Out Member, in its sole discretion and at its sole option, by delivering written notice (which written notice shall be irrevocable except as provided in Section 21.6.4) to the Termination Event Member at any time during the period commencing on the date on which the Fair Value of the Company is finally determined pursuant to Section 21.6.1.1 and ending thirty (30) calendar days after such date (the “Buy-Out Interest Option Period”).

  • The Fair Value of the Company shall be determined by one or a combination of the following methods.

  • Upon any such admission, the Manager shall determine in good faith (i) the Fair Value of the Capital Contribution being made by the additional Member in relation to the then Fair Value of the Company, and (ii) the Percentage Interest to be held by the new Member on a prospective basis, and shall proportionately adjust the Percentage Interests and, if applicable, the Capital Accounts of all of the then existing Members on a prospective basis.

  • At the Closing, the Outstanding Company Options shall be converted (the "Conversion") into that number of options exercisable for MemberWorks common shares ("MemberWorks Conversion Options"), determined as follows: the Fair Value of the Company is divided by the Covexxxxx Xxxck Equivalents, to establish the "Fair Value Per Share of the Company." The Fair Value per Share of the Company is Upon the Conversion, Messrs.

  • If the Higher Value is not more than one hundred ten percent (110%) of the Lower Value, the Fair Value of the Company will be the arithmetic average of such two values.

  • Financial mechanism and technical assistance gaps were able to identify to assist our management implementation of mercury issues in the country.• après interdiction de leur fabrication, de leur importation et de leur exportation, des thermomètres et des sphygmomanomètres à mercure, des cosmétiques – savons et crèmes de dépigmentation en particulier – et des antiseptiques locaux contenant du mercure• In my opinion the project brings out something that many were unaware of.

  • Regulations may be made for the purposes of this clause to have effect from the commencement of this Act.

  • The total number of participants in the training programmes decreased from 8,070 in 1999 to 7,660.

  • On the first Business Day after the Certificate Date, the Fair Value of the Company shall be determined on the basis of the respective Appraisers' Certificates in accordance with the provisions of this Section 6(c).


More Definitions of Fair Value of the Company

Fair Value of the Company means, as of a particular date, the value (including for the avoidance of doubt the control premium associated with a sale of all of the equity of a company), expressed in US dollars, that would be obtained at such time in a sale to an unaffiliated buyer on arm’s-length terms of all of the equity of the Company on a stand-alone basis, taking into account, among other matters, lack of marketability and lack of control discounts.
Sample 1
Fair Value of the Company has the meaning set forth in, and shall be determined as provided in, Section 6 hereof.
Sample 1

Related to Fair Value of the Company

  • Fair Value means, with respect to securities or any other assets, other than cash, the fair market value determined by the Board.

  • Consolidated Entities means any Person (other than an Investment Entity) in which the Borrower owns any Capital Stock, the accounts of which Person are consolidated with those of the Borrower in accordance with GAAP.

  • Fair Market Value Excess With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a), the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the related Group Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(g).

  • Appraised Current Market Value of any Aircraft means the lower of the average and the median of the three most recent Post-Default Appraisals of such Aircraft.

  • Current Market Value per Unit at any date means: (A) in the event that neither the Units nor Public Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants included in such Unit; (B) in the event that the Units, Common Stock and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Stock and Public Warrants underlying the Units are still trading, the Current Market Price of the Common Stock plus the product of (x) the Current Market Price of the Public Warrants and (y) the number of shares of Common Stock underlying the Warrants included in one Unit. The “Current Market Price” shall mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor exchange), the last sale price of the Common Stock (or Public Warrants) in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock (or Public Warrants, as the case may be) is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock (or Public Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Option. Additionally, in the event that this Purchase Option is exercised pursuant to this Section 2.3 and the Public Warrants are still trading, the “Value” shall be reduced by the difference between the Warrant Exercise Price and the exercise price of the Public Warrants multiplied by the number of Warrants underlying the Units included in the portion of this Purchase Option being converted.

  • Market Value as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12

  • Fair Valuation means the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

  • Fair Market Value means, as of any date, the value of Common Stock determined as follows:

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • Historical Fair Market Value means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

  • Fair Market Value Per Share means as of any date the fair market value of each of the Shares on such date (the "applicable date") as determined by the Option Committee in good faith. The Option Committee is authorized to make its determination as to the fair market value on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the average daily bid and average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts. In the case of Shares described in (i), (ii) or (iii) above, if no prices are reported for the Shares on the applicable date, the "Fair Market Value per Share" shall be the price reported for such Shares on the next preceding date on which there were reported prices.

  • Fair wages means wages whether for time of piecework notified by the Government from time in the area in which the work is situated.

  • Consolidated Companies means, collectively, Borrower and all of its Subsidiaries.

  • Value of Contract means the sum accepted or the sum calculated in accordance with the prices accepted in Tender and/or the Contract rates as payable to the Contractor for the entire execution and full completion of the work.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Applicable Market Value has the meaning specified in Section 5.1.

  • Financially Evaluated Entity means the company which has been evaluated for the satisfaction of the financial requirement set forth in Clause 2.1.3 hereof;

  • Consolidated Entity means at any date any Subsidiary, and any other entity the accounts of which would be combined or consolidated with those of the Borrower in its combined or consolidated financial statements if such statements were prepared as of such date.

  • Initial Valuation Date means the Issue Date, provided that if such day is not an Exchange Business Day for a Share then the Initial Valuation Date for that Share will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event. See “DESCRIPTION OF THE NOTES – Market Disruption Event” below for further detail.

  • Consolidated Total Liabilities means total liabilities and all mandatorily redeemable preferred stock of Borrower and its Restricted Subsidiaries, on a consolidated basis, all as determined in accordance with GAAP.

  • Consolidated Current Assets means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Open Market Value means the value which a property might reasonably be expected to realise if sold in the open market by a prudent vendor;

  • Adjusted Fair Market Value means, in the event of a Change in Control, the greater of (a) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (b) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.

  • Consolidated Equity means and refers to, as of the end of any period of determination, the sum, without duplication, of (i) Consolidated Tangible Net Worth of HDFS, (ii) preferred stock and (iii) Subordinated Indebtedness.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.