Fair Value Price definition

Fair Value Price means, with respect to each Option Share, as of any date of determination, (X) in the event there is no public market for the Common Stock, the quotient obtained by dividing (a) the excess of (I) the product of (A) the Company’s EBITDA (as defined in the Management Stockholders Agreement) for the four full fiscal quarters ending immediately preceding the date of determination, and (B) 6.0 over (II) the excess of (C) the sum of (x) the aggregate principal amount of any Indebtedness (as defined in the Management Stockholders Agreement), determined in accordance with GAAP (as defined in the Management Stockholders Agreement), as of the end of the most recently completed fiscal quarter of the Company and (y) the aggregate liquidation value (including any accrued dividends thereon) of any outstanding preferred stock of the Company or any of its subsidiaries that is held by persons or entities other than the Company or any of its subsidiaries, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company, over (D) the sum of the amount of cash deemed to be on hand as of the end of such quarter as a result of the assumed exercise of all outstanding Options as described in the next paragraph and the amount of cash and cash equivalents, determined in accordance with GAAP, held by the Company or any of its subsidiaries as of the end of such quarter by (b) the number of Shares then outstanding determined on a fully diluted basis as of the end of its most recently completed fiscal quarter of the Company; provided, however, if there had been a disposition of assets representing a substantial portion of the consolidated assets of the Company, an acquisition of assets
Sample 1
Fair Value Price means, with respect to each share of Common Stock, an amount equal to the fair market value (valued on a going concern basis) of a share of such stock, as determined in good faith by the Board of Directors of Holdings, without applying any discounts for minority interests, marketability or for legal or contractual restrictions on transferability.
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Fair Value Price means the average of the closing prices on the principal stock exchange or over-the-counter quotation system on which the Common Stock is then listed or quoted, or if not then listed or quoted, the fair value of the Corporation's Common Stock as determined in good faith by the Board of Directors. Although Permitted Transactions do not require adjustment of a Conversion Unit, the issuance of equity and equity-linked securities in a Permitted Transaction remains subject to the vote of the Preferred Shares as provided in Section IV. Any adjustment made pursuant to this clause (ii) shall become effective immediately upon the date of such issuance.
Sample 1

Examples of Fair Value Price in a sentence

  • Adjustments to the Fair Value Price may be made, in the sole discretion of the Committee, to account for a full year effect of acquisitions and divestitures, and for other extraordinary gains or losses.

  • If percentage change exceeds the threshold, PNC will reconfirm the Fair Value Price with the Pricing Vendor and promptly inform VP Distributors.

  • If a particular security is to be valued with a Fair Value Price, PNC will also calculate whether the percentage change from the day’s price for such security versus the Fair Value Price exceeds the established threshold (currently, ten percent or a xxxxx per share).

  • The circumstances which may give rise to a Fair Value Price being used may include, for example, where trading of a security has been suspended or restricted.

  • If VP Distributors instructs PNC to use the current day’s Fair Value Price for a particular security, PNC will use such current day’s Fair Value Price.

  • The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Fair Value Price of the shares as on the date of sale of shares arising out of exercise of options.

  • Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

  • As noted above, the ACD through its Fair Value Pricing Committee, may make a fair and reasonable price adjustment (Fair Value Price Adjustment) to the Net Asset Value with the aim of producing the ‘fairest’ dealing price and to protect the interests of all existing and prospective investors.‌‌‌Price per Share in each Sub-Fund and each ClassThe price per Share at which Shares are bought is the sum of the Net Asset Value of a Share and any initial charge.

  • The Portfolio Manager for the strategy of the relevant security will gather as much public information as possible and together with an independent Portfolio Manager in another strategy and the CO; all such public information will be reviewed to establish a "Fair Value Price" for the security.

  • The established Fair Value Price shall remain in place until further public information becomes available requiring the Fair Value Pricing Committee to reconvene or when trading commences and the public markets establish a price.


More Definitions of Fair Value Price

Fair Value Price means the fair value of a security or other asset held by a Fund determined under the Trust’s Pricing Policies when the market price of that asset is deemed to be not readily available. Pursuant to the Pricing Policies, a Fair Value Price may be supplied by the Fair Value Pricing Vendor, calculated by PFPC using a factor and applying a methodology supplied by the Fair Value Pricing Vendor, or may be determined in good faith by or under the directions of the Board of Directors of the Trust.
Sample 1
Fair Value Price means, with respect to each Share, and option to purchase Shares then exercisable in accordance with its terms as the case may be, as of any date of determination an amount equal to the average of the last reported sale price for the 20 consecutive trading days ended immediately preceding the date of determination for a Share on the principal national securities exchange registered under the Exchange Act on which Shares are listed or admitted to trading, or, if not listed on any such exchange, the average of the closing sale prices per Share during the 20 consecutive trading days ended immediately preceding the date of determination on NASDAQ or, if not quoted on NASDAQ, the average of the highest reported bid and lowest reported asked quotation on NASDAQ during the 20 consecutive trading days immediately preceding the date of determination; provided that if such sales prices or quotations are not available, the Fair Value Price as of any date of determination shall be an amount equal to the quotient obtained by dividing (1) the difference between (a) the product of (i) Packard's consolidated earnings from continuing operations before interest, taxes and depreciation or amortization, excluding extraordinary items, for the four full fiscal quarters ending immediately preceding the date of determination and (ii) 7.0, and (b) Packard's average outstanding consolidated indebtedness and preferred stock (valued, with respect to each series thereof, at the greater of its liquidation preference and its call or redemption price then in effect, if any) based upon such amounts outstanding at the end of each of the four fiscal quarters ending immediately preceding the date of determination (net of any cash and cash equivalents) by (2) the number of Shares then outstanding determined on a fully diluted basis (using the "treasury stock method" in accordance with generally accepted accounting principles), except that, if any date of determination occurs during the first full fiscal quarter immediately following the Closing, the Fair Value Price, in lieu of the result of the formula set forth in this proviso, shall be the Original Purchase Price (as defined below), and if any date of determination occurs during the second, third or fourth full fiscal quarters immediately following the Closing, the Fair Value Price shall be calculated in accordance with the formula set forth in this proviso based on actual results of Packard during the period since the Closing extrapolated...
Sample 1
Fair Value Price means, with respect to each Share, as of any date of determination, the quotient obtained by dividing (a) the excess of (I) the product of (A) the Company’s EBITDA for the four full fiscal quarters ending immediately preceding the date of determination, and (B) 6.0, over (II) the excess of (C) the sum of (x) the aggregate principal amount of any Indebtedness, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company and (y) the aggregate liquidation value (including any accrued dividends thereon) of any outstanding preferred stock of the Company or any of its subsidiaries that is held by persons or entities other than the Company or any of its subsidiaries, determined in accordance with GAAP, as of the end of the most recently completed fiscal quarter of the Company, over (D) the sum of the amount of cash deemed to be on hand as of the end of such quarter as a result of the assumed exercise of all outstanding options as described in the next paragraph and the amount of cash and Cash Equivalents, determined in accordance with GAAP, held by the Company or any of its subsidiaries as of the end of such quarter by (b) the number of Shares then outstanding determined on a fully diluted basis as of the end of its most recently completed fiscal quarter of the Company; provided, however, if there had been a disposition of assets representing a substantial portion of the consolidated assets of the Company, an acquisition of assets representing a substantial portion of the consolidated assets of the Company, a recapitalization of the Company, or other extraordinary transaction in the preceding four quarters then the Fair Value Price shall be adjusted as determined by the Board of Directors in good faith. In making calculations for purposes of subclauses (a) and (b) of the preceding paragraph it shall be assumed that all Options (whether or not then vested or exercisable), warrants and rights to purchase Shares and securities convertible or exchangeable into Shares, if any, outstanding on the date as of which the calculation is being made had been exercised, converted or exchanged on such date if the exercise price or conversion or exchange price is less than the Fair Value Price per share and any purchase price for Shares payable upon such exercise had been paid in cash and appropriate adjustments (including without limitation the reflection of such cash exercise price and the issuance of such additional Shares) ma...
Sample 1
Fair Value Price. As defined in Section 3.11(c)(ii) of the Sale and Servicing Agreement.
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Fair Value Price means with respect to any Membership Interest to be Transferred, the product obtained by multiplying the Aggregate Percentage Interest represented by such Membership Interest by the then Fair Value.
Sample 1
Fair Value Price shall be : an amount equal to the quotient obtained by dividing (1) the difference between (a) the product of (i) the Company's consolidated earnings from continuing operations before interest, taxes, depreciation and amortization,, excluding extraordinary items, for the four full fiscal quarters ending immediately preceding the date of determination and (ii) 7.5, and (b) the Company's average outstanding consolidated indebtedness and preferred stock (valued, with respect to each series thereof, at the greater of its liquidation preference and its call or redemption price then in effect, if any) based upon such amounts outstanding at the end of each of the four fiscal quarters ending immediately preceding the date of determination (net of any cash and cash equivalents in excess of $2.0 million) by (2) the number of Shares then outstanding determined on a fully diluted basis; PROVIDED FURTHER, that if there has been a disposition of assets, an acquisition, recapitalization or reclassification of securities or any other extraordinary transaction in the preceding four quarters, then the Fair Value Price as determined by the formula set forth in the immediately preceding proviso may (but shall not be required to) be adjusted as determined by the Board of Directors acting reasonably.
Sample 1

Related to Fair Value Price

  • 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.

  • 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.

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000). The following Section 3.2(d) shall be added to the Agreement immediately following Section 3.2(c):

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

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

  • Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

  • 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).

  • Cash price means the price measured in dollars at which a seller of a motor vehicle would in good faith sell to the buyer or to any other buyer under like circumstances, and the buyer would in good faith buy from the seller, the motor vehicle that is the subject matter of an installment sale contract if the sale were a sale for cash instead of an installment sale.

  • FR Value means, in respect of a ST FR Valuation Date, Worst Value.

  • Valuation Price means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.

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

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

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

  • Fair Price means the price that is determined by financial advisor approved by the SEC.

  • 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.

  • Net Asset Value per Unit means, for each Class of Partnership Unit, the net asset value per unit of such Class of Partnership Unit, determined as of the last business day of each month as described in the Prospectus.

  • Sale Price means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

  • SAR Price means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.

  • SAR Value means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

  • 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;

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

  • Cash sale price means the price of a good or service a retail buyer would pay if he or she paid for the good or service in cash, and that is stated in a retail installment contract or in a sales slip or other memorandum furnished by a retail seller to a retail buyer pursuant to a retail charge agreement for that good or service. The cash sale price may include any taxes and charges for delivery, installation, servicing, repairs, alterations, or improvements.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • 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.

  • Average Sale Price means the average of the Sale Prices of the Common Stock for the shorter of