Determining Fair Market Value Sample Clauses

The "Determining Fair Market Value" clause establishes the method by which the fair market value of an asset, property, or interest is calculated for the purposes of the agreement. Typically, this clause outlines the criteria, such as using independent appraisals, referencing recent comparable sales, or relying on mutually agreed-upon experts, to ensure an objective valuation process. Its core function is to provide a clear, agreed-upon mechanism for valuation, thereby reducing disputes and ensuring fairness when a value must be determined, such as during buyouts, transfers, or settlements.
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Determining Fair Market Value. When determining the value of equipment for disposition, EERE and the Recipient will act in good faith to reach agreement on the current fair market value of any property acquired under the Award. In the event that EERE and the Recipient cannot agree on the current market value, EERE and the Recipient will mutually agree on the selection of an independent assessor, at the Recipient’s expense, to conduct an independent assessment of the current fair market value.
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Determining Fair Market Value. For all purposes hereunder, “Fair Market Value” shall be the fair value that a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation would be willing to pay, as determined in good faith by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer taxes payable or discounts in connection with such sale); provided, that (a) the Fair Market Value of the Class B Units shall equal the amount the holders of Class B Units would receive pursuant to Section 4.1 had all of the assets of the Company and/or all of the Units of the Company been sole for Fair Market Value and (b) the Fair Market Value of the Contributed Interests and Subjects Assets at the time of the EQM Contribution is set forth on Schedule III attached hereto.
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Determining Fair Market Value. For the purposes of this Agreement, “Fair Market Value” of the Shares shall be the amount agreed by TSN US and TMI and shall be determined using a discounted cash flow analysis. The per Share Fair Market Value shall not give any effect to any discount for minority ownership or premium for majority ownership and shall not take into account the value of any tangible or intangible assets of TSN Canada Holdings or TSN Canada. In the event that TMI and TSN US cannot agree as to the Fair Market Value of the Shares of TSN Canada Holdings when required herein, then they shall, at the joint expense of TMI and TSN US (each bearing 50% thereof), jointly retain a qualified and independent valuator (the “Valuator”) to advise in writing as to the appropriate Fair Market Value using the methodology set forth in this Section 6.9. In determining Fair Market Value by performing the discounted cash flow analysis, the Valuator shall determine the appropriate discount rate and may take into account such factors as are customarily considered when making such a determination, subject to the limitations in this Section 6.9. TMI and TSN US will deliver to the Valuator and to each other any information requested by the Valuator to assist him in making his valuation. The Valuator will direct any information request in writing to both TMI and TSN US. The Valuator will deliver to TMI and TSN US as expeditiously as possible a report setting out the Fair Market Value of the Shares which will be binding on both TMI and TSN US.
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Determining Fair Market Value. For all purposes hereunder, “Fair Market Value” shall be the fair value that a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation would be willing to pay, as determined in good faith by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer Taxes payable or discounts in connection with such sale). Notwithstanding the foregoing, the Fair Market Value of the Contributed Assets at the time of the CREH Contribution is set forth on the Schedule of Members attached hereto.
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Determining Fair Market Value. 14.1. In any situation where shares in the Company are to be transferred to another Party or to the Company in accordance with the provisions of this Agreement and where the Parties do not agree on the purchase price to be paid for such shares each party may request in writing to the other Party that the basis for calculating the purchase price to be paid for said shares, as otherwise set out in the relevant section of the Agreement, shall be determined as set out in this section 14. 14.2. The Party, or Parties if more than one, which are in disagreement shall request its auditor(s) to each appoint a well reputed independent valuation firm to determine the fair market value of the shares. The two appointed firms shall thereafter appoint a third firm. The appointed valuation firms, hereinafter referred to as the “Arbitrators” for the purpose of this section 14, shall bindingly determine the fair market value of the shares. 14.3. The fair market value of the shares shall be equal to the estimated sales value of the shares when selling all of the shares in the Company to one single buyer or to a group of buyers, less a discount of 15 percent. The valuation of the shares shall reflect a valuation principle which would be applied by an independent buyer when considering a purchase of all the shares in comparable companies. The valuation shall reflect the assets and know-how owned by the Company and its subsidiaries, and shall further take into account the Company’s current and realistic future earnings, goodwill and also market conditions for the Company. All shares in the Company shall for the purpose herein be regarded as having the same value. 14.4. The Arbitrators shall seek to determine the fair market value by consensus. The Arbitrators’ value estimate, or estimates in case of diverging estimates, shall be put forward in writing and shall include a justification for the estimated fair market value. If the Arbitrators’ estimates are diverging, the fair market value for the shares shall be equal to the average of the three estimates. 14.5. The Arbitrators’ fees shall, as a starting point, be paid by all Parties involved in the arbitrary valuation process. However, if the Arbitrators’ estimate of fair market value represents an adjustment in favour of the Party or Parties having requested valuation in accordance with this section 14, said Party or Parties shall not be liable to pay the Arbitrator’s fees.
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Determining Fair Market Value. If the Parties do not otherwise agree as to the fair market value, then upon the written request of any Party (the “Initial Request”), each Party shall provide to the other, on or before thirty (30) days after the Initial Request, a written statement as to such party’s estimate of the Fair Market Value of the tangible real and personal assets of the Company (the “Written Statement”).‌
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Determining Fair Market Value. 7.1 The Fair Market Value for the purposes of paragraph 5 will be the price per Share held by the Leaver (who, for the avoidance of doubt, shall be one of the Vesting Shareholders) as agreed between such Vesting Shareholder and the Board (acting by Shareholder Majority) as representing the market value of the Shares held by such Vesting Shareholder. In the absence of agreement: (a) such Vesting Shareholder and the Board (acting by the Shareholder Majority) shall jointly appoint a Valuer to certify the fair market value of the Sale Shares as at the Termination Date; or (b) in the absence of agreement to jointly appoint a Valuer pursuant to paragraph 7.1(a) directly above, or where such jointly appointed Valuer declines to act in respect of the matter, a Valuer (acting as an expert and not as an arbitrator) shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales, in either case, being a valuations practitioner in an internationally recognised professional services firm. 7.2 If the price is to be determined by a Valuer pursuant to paragraph 7.1(a) the Valuer will determine and certify to the Board the amount which represents in its opinion the fair market value of the Shares held by the Vesting Shareholder as at the Termination Date. The Valuer will be requested by the Board (acting by the Shareholder Majority) to determine the fair market value and notify the Board and the relevant Vesting Shareholder of its determination within 30 Business Days of its appointment. 7.3 In determining market value the Valuer will act as expert and not as arbitrator and, accordingly, the Arbitration Act 1996 or any statutory re-enactment or modification of it for the time being in force will not apply. The report of the Valuer will be final and binding on the parties except in the case of fraud or manifest error. 7.4 The costs of obtaining the Valuer’s report will in all cases be borne by the Company.
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Determining Fair Market Value. At any time within 20 days after the Non-Defaulting Shareholder becomes aware of the occurrence of a Default Event, the Non-Defaulting Shareholder may serve a written notice on the Company and the Defaulting Shareholder setting out the details of the Default Event and stating that it requires that the Fair Market Value of the Defaulting Shareholder’s and the Non-Defaulting Shareholder’s Shares be determined in accordance with Schedule 2 (FMV Notice).
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Determining Fair Market Value. If, with respect to a Research Program, Pyxis elects in its Option Exercise Notice that Fair Market Value Consideration shall apply under the applicable License Agreement (or if Pyxis previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies), each of Pyxis and Alloy shall engage a mutually acceptable third party valuation firm (each, a “Firm”) within [***] of the date of the Option Exercise Notice (the date when each of Pyxis and Alloy have engaged a Firm, the “Engagement Date”). Each Firm will conduct an analysis of the fair market value of the applicable Research Program (including the Program Assets in such Research Program) and will present to the Parties its assessment of such fair market value as soon as practicable after the Engagement Date (and in any event within [***] after the Engagement Date), which assessment will ascribe values to (a) an upfront payment, (b) milestone payments and (c) a running royalty. If the fair market valuations of each Firm are within 10% of one another (based on the foregoing categories taken together), then the Firms will average the two valuations, and such average shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. If such valuations are not within [***] of one another, the Parties will mutually agree upon a third Firm to perform its own valuation, and the average of (i) such third Firm’s valuation and (ii) the valuation of the other Firm whose valuation is closest to the third Firm’s valuation, shall be deemed to be the Fair Market Value Consideration for the applicable Research Program. For the avoidance of doubt, Exhibit A to the License Agreement for such Research Program shall be prepared in good faith by the Parties consistent with such Fair Market Value Consideration, as determined by the Firms (including with respect to the upfront payment, milestone payments and running royalty). Pyxis shall have the right, upon written notice to the Company following determination of the applicable Fair Market Value Consideration for a Research Program in accordance with this Section 3.5.3, to (1) revoke its Option Exercise Notice, or (2) if Pyxis and the Company have not previously entered into a License Agreement (for a different Research Program) for which Predetermined Consideration applies, elect to enter into a License Agreement for such Research Program at Predetermined Consideration. The Company shall reimb...
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Related to Determining Fair Market Value

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11