FMV per Share definition

FMV per Share means the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date. Notwithstanding the foregoing, in the event of a Trade Ceasing Transaction, “FMV per Share” shall mean the per share value of equity based on amounts paid in the Trade Ceasing Transaction.

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FMV per Share means, for the day or period with respect to which the FMV per Share is being determined, the Fair Market Value of the Common Stock determined in accordance with the provisions of Subsection 2(k).

FMV per Share means: (i) if determined upon a Public Offering, the offering price per share of Common Stock; (ii) if determined upon a Change of Control, the value of the equity of the Company divided by the total number of outstanding shares of Common Stock of the Company; and (iii) otherwise, fair market value of the equity of the Company, as determined by the Board of Directors in good faith (based on the opinion of an independent nationally-recognized investment banking firm), divided by total number of outstanding shares of Common Stock of the Company; provided, however, that in the case of clause (iii) of this Section 1.19 if there is an Active Trading Market for the Common Stock at the time of the determination of the FMV per Share, FMV per Share shall be the average of the per share closing prices of the Common Stock for the 20 trading days immediately preceding such determination date.

Examples of FMV per Share in a sentence

If these two Qualified Appraisers cannot agree on the FMV per Share within 30 days of the appointment of the latter of them, these two Qualified Appraisers shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the FMV per Share.
If either party shall fail to appoint a Qualified Appraiser within this five-day period, then the other Qualified Appraiser shall unilaterally establish the FMV per Share by a written opinion.
If both parties appoint Qualified Appraisers within this five-day period, these two Qualified Appraisers shall establish the FMV per Share in a single written opinion agreed to by both of them.
If the FMV per Share is to be determined by Qualified Appraisers, then Purchaser (or Purchaser's estate) and the Company will each have the opportunity to appoint, at his or its own expense, a Qualified Appraiser, within five days following the expiration of the ten-day period within which the Purchaser (or Purchaser's estate) and the Company could not mutually agree on the FMV per Share.
The Company will provide such data as any Qualified Appraiser deems necessary or useful in connection with such Appraiser's determination of the FMV per Share.
Within 30 days after the determination of the FMV per Share in accordance with this Section 6.2(b), the Company or its assignee may elect to purchase any or all Shares subject to the Company's right of first refusal pursuant to this Section 6.2.
Within 30 days after the determination of the FMV per Share in accordance with this Section 6.1(b), the Company or its assignee may elect to purchase any or all Shares subject to the Company's right of first refusal pursuant to this Section 6.1.
The Option Price of the Shares subject to the Option shall be $FMV per Share.
The purchase price of the Shares subject to the Option is $FMV per Share which is equal to the Fair Market Value per Share as of the close of trading on the business day immediately preceding the Date of Grant.
For good and valuable consideration, the Company shall grant to the Grantee such number of Performance Units as set forth on the signature page hereof (based on such FMV per Share as of the Grant Date as set forth on the signature page hereof) upon the terms and conditions set forth in this Agreement.

More Definitions of FMV per Share

FMV per Share means, as of any date of determination, the price per Share or other Security determined as follows: (i) The FMV per Share shall be the fair market value of such Share or other Security determined in good faith by the Board (which, for the avoidance of doubt, will include the Board’s review and due consideration of (x) the most recent independent third party valuations of the Company or the Company’s equity and (y) any other valuations with respect to the Company or the Company’s equity) and otherwise in accordance with applicable law. In determining FMV per Share, solely with respect to Rollover Shares, no discount shall be taken on account of minority ownership or lack of marketability. (ii) Notwithstanding the foregoing, the value of a Share or other Security shall at all times be determined in a manner intended to be consistent with Section 409A of the Internal Revenue Code of 1986 (and the regulations and guidance promulgated thereunder), as may be amended from time to time.

FMV per Share means: (i) prior to a Public Offering, the fair market value of the equity of the Company, as determined by the Board of Directors in good faith, taking into account all relevant factors, including the Company's historic financial performance, its business prospects and recent sales or valuations of similar companies; (ii) after a Public Offering, the average of the closing prices of the shares of Common Stock for the 20 trading days immediately preceding the determination date; provided, however, at the time of the Public Offering, the offering price per share of Common Stock; and (iii) notwithstanding the foregoing, in the event of a Change in Control, the per share value of equity based on amounts paid in the Change of Control.

FMV per Share means, as of any date of determination, the price per Share or other Security determined as follows: (i) The FMV per Share shall be the fair market value of such Share or other Security determined in good faith by the Board (which, for the avoidance of doubt, will include the Board’s review and due consideration of (x) the most recent independent third party valuations of the Company or the Company’s equity and (y) any other valuations with respect to the Company or the Company’s equity) and otherwise in accordance with applicable law. (ii) Notwithstanding the foregoing, the value of a Share or other Security shall at all times be determined in a manner intended to be consistent with Section 409A of the Internal Revenue Code of 1986 (and the regulations and guidance promulgated thereunder), as may be amended from time to time.

FMV per Share means the price per Share or other Security, as applicable, that a Third Party would pay on an arm’s-length basis in connection with the sale of the number of Shares or other Securities that are applicable under the circumstances in which “FMV per Share” is being determined, in each case (i) after giving effect to all of the voting, transfer and other rights and obligations under this Agreement that would apply to a Third Party purchaser of such Share or Security that became a signatory to this Agreement as a Stockholder pursuant to Section 4.1(c) hereof, but (ii) without giving effect to any proposed valuations of the Company or any of the Shares or other Securities that are disclosed by the Company or any Stockholder to any Third Party in connection with the negotiation of any acquisition, strategic investment or other transaction involving an issuance (or potential issuance) of Shares or other Securities.