Value of the Company. “Value of the Company” shall mean (i) in the case of a Negotiated Change of Control, the value of the consideration actually received per share of common stock of the Company (the “Price Per Share”) multiplied by the total number of common shares (including the number of shares which would be outstanding upon exercise of any options or warrants, or upon conversion of any securities convertible into common stock) of the Company (the “Fully Diluted Outstanding Shares”); provided, however, that, if any portion of the consideration received by the Company’s shareholders consists of common stock of any other company merging with or acquiring the Company (the “Acquisition Partner”), that portion of the Price Per Share shall be calculated using the applicable exchange ratio contained in the definitive agreement multiplied by the average closing price of the Acquisition Partner’s common stock over the five trading day period up to and including the trading day preceding the closing of such Negotiated Change of Control, (ii) in all other cases where the Company’s common stock trades on an established stock exchange or a national market system, the average closing price of the Company’s common stock over the five trading day period up to and including the trading day preceding the occurrence of a Negotiated Change of Control multiplied by the Fully Diluted Outstanding Shares or (iii) in all other cases, the fair market value of the Fully Diluted Outstanding Shares on the date of the Negotiated Change of Control, as determined in good faith by the Board concurrent with or up to thirty (30) days in advance of such Negotiated Change of Control or, if such a timely determination is not made, following such Negotiated Change of Control.
Value of the Company. Buyer acknowledges that it has had access to adequate information to assess the value of the Company and its strategic fit with Buyer. Buyer and Merger Subsidiary expressly waive any and all claims against the Company or its directors, officers or shareholders relating to the valuation of the Company or its assets or any representations as to such value made by the Company or any of its directors, officers or shareholders with respect to such valuation.
Value of the Company. The current value of the assets of the company, less the current value of the liabilities of the company, (hereinafter referred to as the “value of the company”), shall be determined as of a regularly scheduled date and time (“valuation date”) preceding the date of each periodic meeting determined by the company. The valuation shall be calculated by the Financial Member no earlier than two trading days before the meeting of the company and shall be known as the official valuation.
Value of the Company. The Company and the Holder shall bear equally all costs of such Third Appraisal. The price to be paid to the Holder shall be reduced if the Holder has elected to require the Company to purchase any unissued Shares of Common Stock evidenced by this Warrant by an amount equal to (iii) the Exercise Price then in effect, multiplied by (iv) the number of unissued Shares of Common Stock evidenced by this Warrant that the Holder has elected to require the Company to purchase. Unless otherwise agreed to in writing by the Holder, the required purchase price shall be payable in cash within 75 days of the Company's receipt of notice of the Holder's election to require the Company to purchase unissued Shares of Common Stock evidenced by this Warrant and/or Shares of Common Stock issued pursuant hereto (or any portion thereof) under this Section 7(b). This option shall be a continuing option, exercisable as many times as the Holder shall choose, and shall continue and remain until the Holder has sold all unissued Shares of Common Stock evidenced by this Warrant and all Shares of Common Stock issued hereunder to the Company.
