Value of Consideration. For the purpose of calculating the AGC received in a Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing of the Sale Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days prior to the closing of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC includes any Contingent Payments, Xxxxxxxx Lokey’s Transaction Fee shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.
Value of Consideration. In case at any time any Shares or Share Equivalents are issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. In case any Shares or Share Equivalents are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such consideration, with deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith by the Board of Directors.
Value of Consideration. The value of the consideration received and to be received by Guarantor is reasonably worth at least as much as the liability and obligation of Guarantor hereunder, and such liability and obligation may reasonably be expected to benefit Guarantor directly or indirectly.
Value of Consideration. In the event the Stockholder is offered any consideration by a third party in respect of the Shares that is in a form other than U.S. dollars, the Company shall have the right to determine in good faith the fair market value of such consideration.
Value of Consideration. The aggregate value of the PATY Common Stock to be issued pursuant to Section 2.2 of this Agreement shall, immediately prior to the Effective Time, be no less than $35,000,000 (as determined using the average closing price for the ten business days preceding the third business day prior to the Closing Date).
Value of Consideration. The value of the consideration received and to be received by each of Parent and Manager in connection with this Agreement and the other Note Documents is reasonably worth at least as much as its liabilities and obligations hereunder, and the same may reasonably be expected to benefit it, directly or indirectly.
Value of Consideration. The parties further agree that the value of the combined total of the UpSnap Securities issued in exchange for the Duratech Securities under this Agreement shall be deemed to be approximately the same as the value of the Duratech Securities acquired from Sellers, so that there is no gain or loss to either party as a result of this transaction.
Value of Consideration. 9 3.3 Prorations..........................................................................10
Value of Consideration. As set forth on SCHEDULE 3.2 which shall be agreed upon and delivered by the parties by the Closing Date, (a) the Radio Stations Assets consisting of tangible personal property are being exchanged for the Television Station Assets consisting of tangible personal property, (b) the Radio Stations Assets consisting of real property are being exchanged for the Television Stations Assets consisting of real property, and (c) the Radio Stations Assets consisting of intangible property are being exchanged for Television Station Assets consisting of intangible property. The parties further agree that the values of the Radio Stations Assets and the Television Station Assets will be based on an appraisal of such assets by Bond and Pecaxx, xxd the fees and expenses of such firm shall be borne equally by the parties. The appraised values will be reflected on SCHEDULE 3.2, and the parties will not take any position inconsistent with the valuations on SCHEDULE 3.2 and will prepare and file all returns and reports related to the
Value of Consideration. The aggregate value of the consideration payable under the Construction Contract is US$3,391,468, which will be funded by the Group’s internal resources. The consideration was determined after arm’s length negotiations between HBX 41 and the Contractor and on normal commercial terms with reference to bid levelling report regarding potential contractors for the Renovation Works.
