Fair Value Variables definition

Fair Value Variables mean, with respect to any calculation or determination of the fair value of this Transaction to Seller or an amount payable by or to Seller hereunder, any combination of one or more of the following variables: (i) stock borrow cost of [***] bps, (ii) interest rates of [***]% per annum, (iii) no changes in expected dividends since the Trade Date, (iv) volatility or volatilities (which, for the avoidance of doubt, shall include the entire volatility surface) at the time of such calculation or determination, (v) stock price experience prior to, and at the time of, such calculation or determination and (vi) any and all variables related to time; provided that, under no circumstances, will such a calculation or determination be based on or otherwise take into account actual or expected losses or costs incurred by Seller in connection with terminating, liquidating or re-establishing any hedge related to the Transaction (or any gain resulting from any of them).
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Fair Value Variables mean, with respect to any calculation or determination of the fair value of any Transaction to Dealer or an amount payable by or to Dealer hereunder, any combination of one or more of the following variables: (i) interest rates of 4.0% per annum, (ii) dividends of $0 per quarter, (iii) volatility or volatilities (which, for the avoidance of doubt, shall include the entire volatility surface) at the time of such calculation or determination, (iv) changes to all outstanding Shares, such as in the case of stock splits, stock dividends and mergers, (v) stock price experience prior to, and at the time of, such calculation or determination (including experience as to liquidity of the Shares, and whether based on available market price information, or estimates of trading prices for blocks of shares, or other relevant information as to prevailing market prices) and (vi) any and all variables related to time; provided that, under no circumstances, will such a calculation or determination be based on or otherwise take into account (i) the stock prices at which Dealer’s open or terminated hedging transactions are effected or the actual number of shares in Dealer’s open or terminated hedging transactions (or underlying derivative instruments used as hxxxxx by Dealer) or (ii) actual or expected losses or costs incurred by Dealer in connection with terminating, liquidating or re-establishing any hedge related to such Transaction (or any gain resulting from any of them). Notwithstanding any of the foregoing, if the Emerging Issues Task Force (“EITF”) or the Financial Accounting Standards Board (“FASB”) confirm that use of (x) current or refreshed interest rates, (y) current or expected dividends, and/or (z) hedge gains or losses in the calculations of any Early Termination Amount and/or any Cancellation Amount is not inconsistent with the meaning of “indexed to a company’s own stock” under the relevant U.S. Generally Accepted Accounting Principles, then the “Fair Value Variables” shall include such broader definition of (I) interest rates, (II) dividends, and/or (III) hedge gains or losses.
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Fair Value Variables mean, with respect to any calculation or determination of the fair value of this Transaction to Seller or an amount payable by or to Seller hereunder, any combination of one or more of the following variables: (i) stock borrow cost of 50 bps, (ii) interest rates of 4.80% per annum, (iii) no changes in expected or actual dividends since the Trade Date, (iv) volatility or volatilities (which, for the avoidance of doubt, shall include the entire volatility surface) at the time of such calculation or determination, (v) changes to all outstanding shares of Common Stock, such as in the case of stock splits, stock dividends and mergers, (vi) stock price experience prior to, and at the time of, such calculation or determination (including experience as to liquidity of the Common Stock, and whether based on available market price information, or estimates of trading prices for blocks of shares, or other relevant information as to prevailing market prices) and (vii) any and all variables related to time; provided that, under no circumstances, will such a calculation or determination be based on or otherwise take into account (i) the stock prices at which the Seller’s open or terminated hedging transactions are effected or the actual number of shares in the Seller’s open or terminated hedging transactions or (ii) actual or expected losses or costs incurred by Seller in connection with terminating, liquidating or re-establishing any hedge related to the Transaction (or any gain resulting from any of them).
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Examples of Fair Value Variables in a sentence

  • For purposes of this Section 4.02, the fair value of the Transaction to the Seller shall be determined solely on the basis of the Fair Value Variables.

  • For purposes of this Section 8.01, the fair value of the Transaction to the Seller shall be determined solely on the basis of the Fair Value Variables.

  • Cancellation and Payment (Calculation Agent Determination); provided that the amount calculated in accordance with Section 12.7(b) and Section 12.8 of the Equity Definitions shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

  • Cancellation and Payment (Calculation Agent Determination) ; provided that the amount calculated in accordance with Section 12.7(b) and Section 12.8 of the Equity Definitions shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

  • For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

  • In determining any amounts payable in respect of the termination or cancellation of the Transaction pursuant to Section 6(e) of the Agreement or Article 7 hereof, the party making such determination shall make such determination solely on the basis of the Fair Value Variables.

  • For purposes of this Section 8.02, the fair value of the Transaction to the Seller shall be determined solely on the basis of the Fair Value Variables.

  • For purposes of this Section 4.02(a), the fair value of the Transaction to the Seller shall be determined solely on the basis of the Fair Value Variables.

  • In determining any amounts payable in respect of the termination or cancellation of the Transaction pursuant to Section 6(e) of the Agreement or Article 7 hereof, the Calculation Agent shall make such determination solely on the basis of the Fair Value Variables.

Related to Fair Value Variables

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

  • 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.

  • 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;

  • Present Fair Saleable Value means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the applicable Person and its subsidiaries taken as a whole are sold on a going-concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

  • Present Fair Salable Value means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

  • Retail value of a prize means:

  • Portfolio Value means the aggregate amount of portfolio of investments including cash balance without netting off of leverage undertaken by the CDMDF.

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

  • 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.

  • Total Open-End Mutual Fund Average Net Assets means the average of all of the determinations of the aggregate net assets of all open-end funds sponsored by Xxxxxx Management (excluding the net assets of such funds investing in, or invested in by, other such funds, such as Xxxxxx RetirementReady® Funds and Xxxxxx Money Market Liquidity Fund, to the extent necessary to avoid "double-counting" of such net assets) at the close of business on each business day during each month while the Management Contract is in effect.

  • Fixed Assets means Equipment and Real Estate.

  • Capitalization Rate means six and one-half percent (6.50%).

  • 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.

  • Asset Base means, on any date of determination and with respect to all Eligible Mortgage Loans then subject to Transactions and, to the extent applicable, all Eligible Mortgage Loans proposed to be sold to the Purchaser as of such date of determination, the lesser of (i) 100% of the Principal Balance of all such Eligible Mortgage Loans as of such date of determination and (ii) the product of the applicable Purchase Price Percentage multiplied by the Market Value of all such Eligible Mortgage Loans.

  • 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):

  • Formula Price means the highest of: (a) the highest composite daily closing price of the Stock during the period beginning on the 60th calendar day prior to the Change of Control and ending on the date of such Change of Control, (b) the highest gross price paid for the Stock during the same period of time, as reported in a report on Schedule 13D filed with the Securities and Exchange Commission, or (c) the highest gross price paid or to be paid for a share of Stock (whether by way of exchange, conversion, distribution upon merger, liquidation or otherwise) in any of the transactions set forth in Section 9 of the Plan as constituting a Change of Control; provided that in the case of the exercise of any such Right related to an Incentive Stock Option, “Formula Price” shall mean the Fair Market Value of the Stock at the time of such exercise.

  • Portfolio Investment means any Investment held by the Borrower and its Subsidiaries in their asset portfolio.

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

  • Average Net Assets means the average of all of the determinations of the Fund’s net asset value at the close of business on each business day during each month while this Contract is in effect. The fee is payable for each month within 15 days after the close of the month. The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments. In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation. If the Manager serves for less than the whole of a month, the foregoing compensation will be prorated.

  • Total Value means either the fair market value or the actual price paid for a covered animal part or product, whichever is greater.