Fair Value of Guardant Clause Samples

The 'Fair Value of Guardant' clause defines how the fair market value of the company, Guardant, is determined for the purposes of the agreement. Typically, this involves specifying the methodology or criteria to be used in calculating the company's value, such as referencing recent transactions, independent appraisals, or agreed-upon financial metrics. This clause ensures that all parties have a clear and objective basis for valuing Guardant in situations like buyouts, equity adjustments, or triggering certain contractual rights, thereby reducing disputes and providing transparency in financial dealings.
Fair Value of Guardant. In the event Guardant elects to exercise its Call Right in connection with an Option Trigger in accordance with clause 15.2 and SoftBank elects to receive Guardant Shares in consideration for the Call Shares, the Fair Value of Guardant and the applicable Guardant Share Price shall, subject to the assumptions in clause 14.5(b), be determined as follows: (i) Subject to clause 14.4(b)(iii), in the event Guardant’s Shares are publicly traded and listed on a nationally recognized stock exchange, the Fair Value of Guardant shall be equal to the total market capitalization of Guardant, and the Guardant Share Price shall be equal to (x) if the Call Exercise Notice is delivered before the date of the initial public offering or at any time during the twenty (20) trading days following the date of the initial public offering, the initial public offering price per Guardant Share, or (y) if the Call Exercise Notice is delivered on or after the twenty-first (21st) trading day after the date of the initial public offering, the average closing price of such Shares for the twenty (20) trading days ending on, the Business Day immediately preceding the date of the Call Exercise Notice. (ii) In the event clause 14.4(b)(i) above does not apply, subject to clause 14.4(b)(iii), the Valuer shall reasonably determine the Fair Value of Guardant and the applicable Guardant Share Price, assuming the sale is to be on arms’ length terms and is taking place on the date of the Call Exercise Notice. (iii) In the event the Fair Value of Guardant is being determined in connection with the Change of Control Trigger, the Fair Value of Guardant shall be equal to the value of Guardant implied by the aggregate consideration paid or payable by the purchaser of Guardant in connection therewith and the Guardant Share Price shall be equal to the consideration per Share paid or payable by the purchaser in respect of the Shares of Guardant capital stock; provided, however, if the Call Exercise Notice is not delivered within thirty (30) calendar days following the effective time of the Change of Control Trigger, the Fair Value of Guardant and the Guardant Share Price shall be determined in accordance with clause 14.4(b)(i) and 14.4(b)(ii) above.
View SourceView Similar (6)
Fair Value of Guardant. The Fair Value for Guardant and applicable Guardant Share Price shall be determined by the Valuer on the following bases and assumptions: (i) valuing each of the Shares as a proportion of the total value of all the issued Shares in the capital of Guardant without any premium or discount being attributable to the percentage of the issued Share capital of Guardant which they represent or for the rights or restrictions applying to such Shares; (ii) the Guardant Shares are sold free of all Encumbrances; (iii) the sale is taking place on the date of the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable; and (iv) taking account of any other factors that the Valuer reasonably believes should be taken into account.
View SourceView Similar (3)

Related to Fair Value of Guardant

  • Information on value of contract/lot (excluding VAT) Section VI. Complementary information

  • Information on value of contract lot (excluding VAT) Section VI. Complementary information

  • Value of Completed Work If the Engineer defaults in the performance of this contract or if the State terminates this contract for fault on the part of the Engineer, the State will give consideration to the following when calculating the value of the completed work: (1) the actual costs incurred (not to exceed the rates set forth in Attachment E, Fee Schedule) by the Engineer in performing the work to the date of default; (2) the amount of work required which was satisfactorily completed to date of default; (3) the value of the work which is usable to the State; (4) the cost to the State of employing another firm to complete the required work; (5) the time required to employ another firm to complete the work; and (6) other factors which affect the value to the State of the work performed.

  • Fair Rental Value If a loss covered under Section I makes that part of the "residence premises" rented to oth- ers or held for rental by you not fit to live in, we cover the fair rental value of such premises less any expenses that do not continue while it is not fit to live in. Payment will be for the shortest time required to repair or replace such premises.

  • 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.