Liquidation Value definition
Liquidation Value. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If holders of less than 20% in interest of the Company's IPO Shares elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 20% or more in interest of the IPO Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.
Liquidation Value means the Company's book value, as determined by the Company and audited by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.
Liquidation Value means the Company’s book value, as determined by the Company and approved by its independent accountant. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholders to vote the shares of Common Stock owned by it immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Shares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Shares”) the right to convert their IPO Shares at a per share price (the “Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If holders of less than 20% in interest of the Company’s IPO Shares elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 20% or more in interest of the IPO Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.
Examples of Liquidation Value in a sentence
The aggregate Exchange Consideration payable for the Units converted or exchanged by any Member pursuant to this Section 9.03 will be allocated among the Members participating in such conversion or exchange based upon the Liquidation Value of such Member’s Units so converted or exchanged.
More Definitions of Liquidation Value
Liquidation Value means the Company’s book value (including for this purpose only the Contingent Discount and any interest earned thereon, net of taxes payable), as determined by the Company and audited by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the shares of Common Stock issued on the Offering (the “IPO Shares”). At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of the IPO Shares the right to redeem their IPO Shares at a per share price equal to $10 per share plus such holder’s pro rata share of the accrued interest earned on the Trust Fund (net of taxes payable) not previously released to the Company pursuant to the Trust Agreement or payable to the Underwriters, calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). If holders of less than 33% in interest of the Company’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will redeem shares, based upon the Redemption Price, from those holders of IPO Shares who affirmatively requested such redemption and who voted against the Business Combination. If holders of 33% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares, but rather shall be liquidated and will distribute to all holders of IPO Shares an aggregate sum equal to the Company’s Liquidation Value. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company.
Liquidation Value means the greater of (i) the Company’s book value, as determined by the Company and approved by G▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the independent registered public accounting firm then engaged by the Company or (ii) the amount of funds in the Trust Fund (including (a) the proceeds held in the Trust Fund from this Offering and the Private Placement, (b) the amount held in the Trust Fund representing the Deferred Discount and (c) any interest income earned on the funds held in the Trust Fund, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(r)). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the initial Business Combination Vote, the Initial Stockholders have agreed to vote all their IPO Shares and any other shares of Common Stock held by them, whenever and however acquired, in accordance with the vote cast by a majority of the shares of Common Stock held by the Public Stockholders (as defined below). At the time the Company seeks approval of the initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholders”) the right to convert their IPO Shares at a per share conversion price (the “Conversion Price”), calculated as of two business days prior to the consummation of such proposed Business Combination, equal to (A) the amount in the Trust Fund, inclusive of (x) the proceeds from this offering and the Private Placement held in trust, (y) the amount held in the Trust Fund representing the Deferred Discount and (z) any interest income earned on the funds held in the Trust Fund, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(r), divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares are voted to approve the initial Business Combination, and if holders of less than 20% in interest of the IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company will proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only Publi...
Liquidation Value has the meaning assigned to it in Section 4(a) hereof.
Liquidation Value means, with respect to any Share on any given date, $1,000.00 (as adjusted for any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Series B Preferred Stock).
Liquidation Value means: (i) all of the all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company out of the interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, or provision for, applicable taxes and claims of creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company’s winding up) then held by the Company outside of the Trust Account, all as distributed in amounts to the holders as determined by CST, as trustee of the Trust Account. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock held by the Existing Stockholders prior to the Offering (but shall include Common Stock underlying the Placement Warrants and Common Stock purchased by Existing Stockholders after the Offering).
Liquidation Value means, with respect to any Share on any given date, the Series A Original Issue Price.
Liquidation Value means, with respect to any Class of Claims, the value of recoveries for such Class of Claims at each Debtor as shown in the Liquidation Analysis.