FMV Price definition
Examples of FMV Price in a sentence
Under the Valuation Test, the parties will have thirty (30) days to engage a third party appraiser familiar with the industry and growth stage of the Company (at the time of such Valuation Test) to determine the FMV Price.
Notwithstanding any other provision of this Agreement, each holder of shares of Seller Common Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product obtained by multiplying such fractional part of a share of Buyer Common Stock by the FMV Price.
The Appraiser will have thirty (30) days from engagement to determine the FMV Price in writing.
The FMV Price determined by the Appraiser shall be final and binding in all respects.
The determination of the FMV Price pursuant to this Section 20.5 shall be final and binding upon the Partnership and the Partners.
In the event that Executive determines to purchase Series B Common Units at the FMV Price for each such unit and otherwise in accordance with this Section 1, then on or prior to the fifth (5th) business day after receipt of the Determination Notice, Executive shall provide irrevocable written notice (the “Election Notice”) to the Company of such election and the number of Series B Common Units (not to exceed the Maximum Units) that Executive is electing to acquire at the FMV Price per Series B Common Unit.
If a Partner shall fail or refuse to appoint a Qualified Appraiser for the purpose of selecting an Arbitrating Appraiser (because the Partners were unable to agree on an Arbitrating Appraiser as provided above), then the Qualified Appraiser appointed by the other Partner shall be authorized to determine the FMV Price.
At the Closing, Executive will deliver certificates representing the Investor Shares (accompanied by duly executed stock powers with signatures guaranteed and other appropriate documentation of authority to transfer) to be purchased by Holdings against payment of the Investor Share FMV Price (net of any applicable tax withholdings) by wire transfer of immediately available funds.
At the closing, Executive will deliver certificates representing the Incentive Shares (accompanied by duly executed stock powers with signatures guaranteed and other appropriate documentation of authority to transfer) to be purchased by Holdings or its designee against payment of the Incentive Share FMV Price (net of any applicable tax withholdings and the exercise price of the Incentive Options) by wire transfer of immediately available funds.
If a Partner shall fail or refuse to deliver to the Arbitrating Appraiser its written determination of the FMV Price and such failure or refusal shall continue for 2 business days after written notice from the other Partner, then the Qualified Appraiser shall be authorized to select the written determination submitted by the other Partner.