Net Company Value definition

Net Company Value means (i) in the case of an Earn-out Payment Event arising from an Asset Sale, Seller Acceleration Event or a Purchaser Acceleration Event, the aggregate pre-tax, net proceeds (e.g., after repayments of debt, payment of bonuses or other compensation to employees or independent contractors and payments of closing expenses) that the Owners would receive on account of their Ownership Interests in connection with a liquidation of the Purchaser following a sale (or securitization) of all of the assets of the Purchaser for an amount equal to the applicable Company Value, and (ii) in the case of an Earn-out Payment Event arising from an Equity Sale, the aggregate pre-tax, net proceeds (e.g., after repayments of debt, payment of bonuses or other compensation to employees or independent contractors and payments of closing expenses) that the Owners would receive on account of their Ownership Interests in connection with a sale of all of the ownership interests in Purchaser for an amount equal to the applicable Company Value. For the avoidance doubt, Net Company Value shall take into account all receivables on the balance sheet of the Purchaser and all Indebtedness the Purchaser.
Sample 1
Net Company Value means, subject to the last sentence of this clause (i), the amount that a good faith purchaser would pay a good faith seller in an arm’s length transaction to purchase all of the common equity of the Company, taking into account all of the liabilities and obligations of the Company (including contingent liabilities and obligations with respect to preferred stocks and SAR liability under this Plan). The Company’s liabilities with respect to indebtedness and preferred stock will be valued for this purpose at their respective face, accreted or liquidation values, as applicable, without discount. The Net Company Value will be determined by the Valuation Committee in its sole discretion, taking into account the most recent annual financial results of the Company, relevant applicable valuation parameters for comparable companies in recent transactions and/or other generally accepted valuation methodologies selected by the Valuation Committee in its sole discretion from time to time. For purposes of this Plan, Net Company Value shall not exceed, in any circumstance, the lesser of (A) an amount that would imply a ratio of Enterprise Value to trailing twelve-month Operating Cash Flow in excess of 9:1, and (B) an amount that would imply a ratio of Enterprise Value to trailing twelve-month earnings before interest, taxes, depreciation and amortization (EBITDA) of the Company in excess of the ratio of Enterprise Value (for purpose of this calculation, with all references to “the Company” in such definition and its subordinate definitions being replaced with references to “LGI”) to trailing twelve-month earnings before interest, taxes, depreciation and amortization (EBITDA) of LGI.
Sample 1

Examples of Net Company Value in a sentence

  • Claimant’s testimony at hearing was credible.Further facts will be developed as necessary.

  • The amount of such reduction in Net Company Value may be determined by any reasonable method.

  • Not Applicable Return an acknowledged copy of this Notice of Intent to Award to: Shawn KrawetzkiLandscape Architect Manager City of DublinDepartment of Parks and Recreation 6555 Shier Rings RoadDublin, Ohio 43016 CITY OF DUBLIN, OHIO Date: By: Matt EarmanDirector of Parks & Recreation RECEIPT OF NOTICE OF INTENT TO AWARD Receipt of this Notice of Intent to Award is hereby acknowledged this day of , 2019.

  • In the event of a Change in Control, the Net Company Value as of the date of such Change in Control shall be determined by the Committee in good faith based on the fair market value of the Net Consideration received upon the Change in Control (the “Change in Control Net Company Value”).

  • Specification of software used to track door entry for secured rooms.

  • The Panel evaluated the extent to which established validation and acceptance criteria (ICCVAM, 1997) had been addressed, and developed conclusions regarding the usefulness and limitations of the revised UDP.

  • Solely for purposes of this Plan, the Company Enterprise Value, Net Company Value, Plan Value and the Value of an Equity Unit shall be determined in good faith by the Committee as promptly as practicable after each Valuation Date.

  • In 2019, Akvo performed no non-economic activities.3. Administrative MattersThe financial statements comprise the balance sheet, the income statement, the cash flow statement, the accounting policies, the notes to the balance sheet and the notes to the income statement.

  • As of any Valuation Date, the sum of Net Company Value plus FCF Value.

  • You will be paid your vested Value-Sharing Bonus not later than on the fifth (5th) business day after the date of the Triggering Company Transaction, or, in the case of any portion of your vested Value-Sharing Bonus attributable to any contingent or deferred payment(s) comprising the Net Company Value, the fifth (5th) business day after the date of receipt of such contingent or deferred payment by the equity holders of the Company or the Company, as the case may be.

Related to Net Company Value

  • RI Value means, in respect of a Reference Item and a ST Valuation Date, (i) the RI Closing Value for such Reference Item in respect of such ST Valuation Date, divided by (ii) the relevant RI Initial Value (expressed as a percentage).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Net Equity Value means, at any time, the total assets of the applicable business less the total liabilities of such business less the amounts attributable to the minority interest in such business, in each case as determined on a consolidated basis, in accordance with GAAP, subject to the last sentence of the definition of Capitalization Value.

  • Current Assessed Value means the assessed value of the District certified by the municipal assessor as of April 1st of each year that the District remains in effect.

  • Total Equity Value means, as of any date of determination, the aggregate proceeds which would be received by the Unitholders if: (i) the assets of the Company were sold at their fair market value to an independent third-party on arm’s-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) the Company satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the Manager with respect to any contingent or other liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1, all as determined by the Manager in good faith based upon the Class A Common Stock Value as of such date.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Adjusted Value as used in subdivision (d) means:

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Total Enterprise Value means the sum of: (i) the product of (A) the Equity Securities Value Per Share of a share of Common Stock not subject to vesting or other restrictions multiplied by (B) the number of outstanding shares of Common Stock, less (y) the number of outstanding shares of Restricted Stock or Other Awards of shares of Common Stock without vesting restrictions, in each case, issued after the date of this Agreement (including outstanding shares of Common Stock resulting from the vesting of such Restricted Stock), and less (z) the number of shares of Common Stock issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires voting securities of another Person or all or any portion of another Person’s assets; (ii) for each other class or series of Equity Securities of the Company, if any, the product of (A) Equity Securities Value Per Share for such class or series of such Equity Securities of the Company multiplied by (B) the number of shares of such class or series of such Equity Securities of the Company, less (y) the number of shares of such class or series of such Equity Securities issued under the Plan (or otherwise issued for compensatory purposes) after the date of this Agreement, and less (z) the number of shares of such class or series of such Equity Securities issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires the voting securities of another Person or all or any portion of another Person’s assets; and (iii) the principal amount of all outstanding funded indebtedness of the Company as of the last day of the month immediately preceding the date of calculation less the aggregate amount of cash and cash equivalents of the Company (exclusive of funds held on behalf of clients) as of the last day of the month immediately preceding the date of calculation.

  • Capitalization Value means, at any time, the sum of (1) with respect to Real Property Businesses (other than UJVs), individually determined, the greater of (x) Combined EBITDA from such businesses (a) in the case of all Real Property Businesses other than hotels or trade show space, for the most recently ended calendar quarter, annualized (i.e., multiplied by four), and (b) in the case of hotels or trade show space, for the most recently ended four consecutive calendar quarters, in both cases, capitalized at a rate of 6.0% per annum, and (y) the Gross Book Value of such businesses; (2) with respect to Other Investments, which do not have publicly traded shares, the Net Equity Value of such Other Investments; (3) with respect to Real Property UJVs, which do not have publicly traded shares, individually determined, the greater of (x) Combined EBITDA from such Real Property UJVs (a) in the case of all Real Property UJVs other than those owning hotels or trade show space, for the most recently ended calendar quarter, annualized (i.e., multiplied by four), and (b) in the case of Real Property UJVs owning hotels or trade show space, for the most recently ended four consecutive calendar quarters, in both cases, capitalized at the rate of 6.0%, less Borrower’s Pro Rata Share of any Indebtedness attributable to such Real Property UJVs, and (y) the Net Equity Value of such Real Property UJVs (subject to the last sentence of this definition); and (4) without duplication, Borrower’s Pro Rata Share of Unrestricted Cash and Cash Equivalents, the book value of notes and mortgage loans receivable and capitalized development costs (exclusive of tenant improvements and tenant leasing commission costs), and the fair market value of publicly traded securities, at such time, all as determined in accordance with GAAP. For clarity, the parties acknowledge and agree that the calculations pursuant to clause (1)(x) and (y) and clause (3)(x) and (y) above in this definition are intended to be made on a Real-Property-Asset-by-Real-Property-Asset basis. For the purposes of this definition, (1) for any Disposition of Real Property Assets by a Real Property Business during any calendar quarter, Combined EBITDA will be reduced by actual Combined EBITDA generated from such asset or assets, (2) the aggregate contribution to Capitalization Value in excess of 35% of the total Capitalization Value from all Real Property Businesses and Other Investments owned by UJVs shall not be included in Capitalization Value, and (3) the aggregate contribution to Capitalization Value from leasing commissions and management and development fees in excess of 15% of Combined EBITDA shall not be included in Capitalization Value. To the extent that liabilities of a Real Property UJV are Recourse to Borrower or the General Partner, then for purposes of clause (3)(y) above, the Net Equity Value of such Real Property UJV shall not be reduced by such Recourse liabilities.

  • Economic Value – means the value of the Company and of its shares, to be determined by a specialized company by using a recognized methodology or based on another criterion to be defined by the CVM.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

  • Equity Value is defined in Section 10.10 hereof.

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

  • Adjusted Asset Value means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%. In determining Adjusted Asset Value:

  • Good Value means that the Benchmarked Rates are within the Upper Quartile;

  • Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.

  • Target Net Working Capital Amount means $5,000,000.

  • Total adjusted capital means the sum of:

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Taxable value per membership pupil means each of the following divided by the district’s membership: