Total Economic Value definition

Total Economic Value means, as of any Determination Date, the fair market value of one hundred percent (100%) of the equity ownership of the Company on such date, determined in accordance with the provisions of Section 5(c).
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Total Economic Value means the sum of (i) the Total Company Payment, (ii) (x) the net cash amount received by Parent pursuant to the sale, within twelve (12) months following exercise of the Option, of Shares (or any other securities into which such Shares shall be converted or exchanged) to any unaffiliated party, less (y) the aggregate Exercise Price for such Shares, and (iii) any amounts received by Parent upon transfer of the Option (or any portion thereof) to any unaffiliated party. As used herein, ANotional Economic Value@ with respect to any number of Shares as to which Parent may propose to exercise the Option shall be the Total Economic Value determined as of the date of such proposed exercise assuming that the Option was exercised on such date for such number of Shares and assuming further that such Shares, together with all other Shares held by Parent as of such date, were sold for cash at the closing market price for the Company Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions).
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Examples of Total Economic Value in a sentence

  • If the Interested Management Shareholders fail to give an Objection Notice during the Objection Notice Period, then, in such case, the determination of Total Economic Value set forth in the Determination Notice shall be deemed to be accepted and agreed to by them, and such determination shall be conclusive and binding on the Company, the Parent Company and all Interested Management Shareholders.

  • Notwithstanding the foregoing, Total Economic Value may be determined at any time by an agreement in writing (the "Valuation Agreement") which (i) is signed by the Company and by the Parent Company, if any, (ii) is signed by Interested Management Shareholders who own more than fifty percent (50%) of the Management Shares owned by all Interested Management Shareholders; and (iii) is approved by the Boards of Directors of the Company and the Parent Company, if any.

  • If the Interested Management Shareholders, acting as a group (if there is more than one), desire to object to the determination of the Total Economic Value set forth in the Determination Notice, they may do so by giving notice thereof in writing (the "Objection Notice") to the Parent Company or the Company, as applicable.

  • If a Valuation Agreement is entered into, the Company and the Parent Company, as applicable, shall not be obligated to select a Valuation Firm to determine Total Economic Value, and any determination of Total Economic Value theretofore made by the Valuation Firm shall be superseded and replaced by the determination thereof set forth in the Valuation Agreement.

  • If an Objection Notice is given during the Objection Notice Period, then, in such case, such Total Economic Value shall be determined in writing (the "Valuation Report") by a nationally recognized investment firm (the "Valuation Firm") which is engaged in the valuation of businesses and their securities.

  • The Determination Notice shall set forth the basis for such determination of Total Economic Value.

  • If Total Economic Value is determined by a Valuation Firm pursuant to the preceding paragraph and if at the Closing for which Total Economic Value is being determined the owners of more than 25% of the Management Shares are to receive payment from the Company, the Parent Company or a Purchaser pursuant to the terms of this Agreement or the Option Agreement, then, in such case, the Company shall pay all the fees and expenses of such determination by the Valuation Firm.

  • If Total Economic Value is determined by a Valuation Firm pursuant to the preceding paragraph and if at the Closing for which Total Economic Value is being determined the owners of more than 25% of the Management Shares are to receive payment from the Company, the Parent Company or a Purchaser pursuant to the terms of this Agreement or the Stockholders Agreement, then, in such case, the Company shall pay all the fees and expenses of such determination by the Valuation Firm.