Third Anniversary Value definition

Third Anniversary Value means the value (including for the avoidance of doubt the control premium associated with a sale of all of the equity of a company) that would be obtained on the third anniversary of the Effective Date (as defined in the VH2 LLC Agreement) in a sale to an unaffiliated buyer on arm's length terms of all of the equity of Vantico Holdco 2 on a stand-alone basis, if the aggregate consolidated indebtedness of Vantico Holdco 2 were equal to the Notional Refinanced Debt Level, but without taking into account the ongoing burden or benefit of any ongoing arrangements with Holdco 1 or any of its Affiliates (other than, for the avoidance of doubt, the pass through of costs and expenses for materials and services obtained from third parties); provided, however, that in no event shall the aggregate amount of any obligation of Vantico Holdco 2 to make any cash payment in respect of any stock appreciation rights, phantom equity or such other contract rights delivered by Vantico Holdco 2 in respect of any Incentive Payment Amount (as defined in the VH2 LLC Agreement) under Section 3.2 of the VH2 LLC Agreement be taken into account in determining Third Anniversary Value. In all events, the Third Anniversary Value shall take into account the fees and expenses of any investment banking firm engaged by Vantico Holdco 2 or the Issuer under the Warrant.
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Examples of Third Anniversary Value in a sentence

  • Subject to the terms and conditions set forth herein, this Warrant shall terminate at 5 p.m., New York City time, on the 40th Business Day following the determination of the Third Anniversary Value pursuant to Section 3, and shall be void thereafter.

  • The "Third Anniversary Value" shall be as agreed by the Issuer and a Warrant Holder Majority or, absent such agreement, as determined in accordance with the principles set forth in the definition of Third Anniversary Value by an investment bank mutually acceptable to the Issuer and a Warrant Holder Majority.

  • Wind speeds range from gentle (<2 m/s) to strong (>8 m/s), with the strongest winds originating from the south-westerly sector.

Related to Third Anniversary Value

  • First Anniversary means the first anniversary of the Closing Date.

  • Anniversary Year The one-year period beginning on the Closing Date and ending on the first anniversary thereof, and each subsequent one-year period beginning on the day after the end of the preceding Anniversary Year and ending on next succeeding anniversary of the Closing Date.

  • Quarterly Valuation Date means the last Business Day of the last month of each fiscal quarter of the Trust in each fiscal year of the Trust, commencing November 29, 2002.

  • Relevant Anniversary See "Bankruptcy Loss Amount."

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Anniversary Date means each anniversary of the Closing Date.

  • NAV per Share means the value of a Share determined under Section 4.1.

  • CONTRACT ANNIVERSARY The anniversary of the Contract Date.

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

  • Applicable Anniversary of the Commencement Date means the fifth (5th) anniversary of the Commencement Date.

  • Anniversary Each anniversary of the Cut-off Date.

  • Initial Valuation Date means the Issue Date, provided that if such day is not an Exchange Business Day for a Share then the Initial Valuation Date for that Share will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event. See “DESCRIPTION OF THE NOTES – Market Disruption Event” below for further detail.

  • Policy Anniversary means the annual anniversary of the Date of Commencement of Risk;

  • Gross Fair Market Value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Fair Market Value Per Share means as of any date the fair market value of each of the Shares on such date (the "applicable date") as determined by the Option Committee in good faith. The Option Committee is authorized to make its determination as to the fair market value on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the average daily bid and average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts. In the case of Shares described in (i), (ii) or (iii) above, if no prices are reported for the Shares on the applicable date, the "Fair Market Value per Share" shall be the price reported for such Shares on the next preceding date on which there were reported prices.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

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

  • Exercise Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Exercise Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non-waivable by either the Issuer or the Holder.

  • 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.

  • Equity Value is defined in Section 10.10 hereof.

  • Average value means the value which best represents the amount of the nutrient which a given food contains, and reflects allowances for seasonal variability, patterns of consumption and other factors which may cause the actual value to vary.

  • Grant Year has the same meaning as in subclause 1(1) of Schedule 1 of HESA; ‘HESA’ means the Higher Education Support Xxx 0000; ‘maximum basic grant amount’ or ‘MBGA’ has the same meaning as in subclause 1(1) of Schedule 1 of HESA.

  • Measurement Date means the most recent Payment Date specified in the first column of the Cumulative Net Loss Rate Table.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

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