Going Concern Value Sample Clauses

The Going Concern Value clause defines the value of a business as an ongoing, operational entity, rather than simply the sum of its individual assets if liquidated. This clause typically applies in contexts such as mergers, acquisitions, or insolvency proceedings, where it is important to distinguish between the value of a functioning business and its breakup value. By establishing how the business should be valued as a going concern, the clause ensures fair treatment of stakeholders and provides clarity in financial transactions, helping to prevent disputes over valuation.
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Going Concern Value. The value of the Business as a going concern;
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Going Concern Value. Tax Refunds......................................... 5 ----------- 1.
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Going Concern Value. Stan▇▇▇ ▇▇▇iewed the going concern value calculation prepared for each partnership by Pioneer USA. Such going concern value was based upon the estimated net cash flow from sale of the reserves during a 10-year operating period less partnership level general and administrative expenses equal to 3% of revenues except for certain partnerships where 2% was utilized consistent with 1998 and 1999 expense levels. Such cash flows plus the residual value from the sale of the remaining reserves at the end of the operating period were discounted to present value at a discount rate of 12.5%. Stan▇▇▇ ▇▇▇erved that the going concern value of each partnership ranged from % to % less than the merger values.
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Going Concern Value. For purposes of Section A.5(a) hereof, “Going Concern Value” shall mean the value of a share of Common Stock determined: (i) as though all outstanding securities which are then convertible into, exercisable for or exchangeable into shares of Common Stock of the Corporation (including, without limitation, vested options and warrants) had been converted into, exercised for or exchanged into Common Stock of the Corporation and any amounts payable upon such conversion, exercise or exchange was paid to the Corporation in connection therewith; (ii) without any reduction in value for lack of control or the inherent lack of liquidity of minority interests; (iii) giving full effect to the earnings history and prospects of the Corporation; and (iv) on a basis which values each share of Common Stock at the same per share price. In order to determine the Going Concern Value, the Board of Directors of the Corporation and the holder or holders of Preferred Stock electing to redeem shares of Preferred Stock shall meet and use their reasonable best efforts to reach a fair agreement on the Going Concern Value. If such parties are unable to reach such agreement within a reasonable amount of time, the Board of Directors shall select an independent appraiser or investment banking firm of national standing within thirty (30) days after giving of notice that requires a determination of Going Concern Value. Such appraiser or investment banking firm will have thirty (30) days in which to determine the Going Concern Value and its determination will be final and binding on all parties concerned. All costs of such determination shall be borne by the Corporation.
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Going Concern Value provided that Net Worth shall mean (i) an amount equal to the sum of the capital accounts as of the Effective Time of the General Partner and the ▇▇▇▇▇▇▇ Limited Partners during the twelve-month period commencing on the Effective Date and (ii) Liquidation Value during the twelve-month period immediately preceding the Liquidation Completion Deadline.
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Going Concern Value. The value of the Business as a going concern and all goodwill relating to the Purchased Assets;
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Going Concern Value. Upon an Event of Default the Directors appointed by the Non-Defaulting Party shall engage John▇▇▇ ▇▇▇e & ▇ompany or a comparable investment banking firm having relevant expertise doing business in the City of New Orleans, Louisiana (the "Investment Banker") to render its opinion of the value of the Company on a "going concern" basis (the "Going Concern Value") as of the date of the opinion. Prior to engaging the Investment Banker, the Directors shall require such Investment Banker to certify to them in writing that they are capable of establishing the Going Concern Value without bias. The Investment Bake▇ ▇▇▇ll render its opinion of the Going Concern Value within sixty (60) days of its appointment and the cost of such opinion shall be bourne entirely by the Company. The Going Concern Value taken as a whole shall be divided by the total number of issued and outstanding shares of capital in order to determine the value of each such share (the "Per Share Value").
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Going Concern Value. The Business carried on and conducted by Seller as a going concern, including any and all goodwill and similar intangibles associated therewith.
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Related to Going Concern Value

  • Going Concern The Seller’s audited financial statements delivered to Buyer shall contain an audit opinion that is qualified or limited by reference to the status of Seller as a “going concern” or reference of similar import;

  • Fair Value If the parties fail to agree upon the purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the IT Rightholders or the Company, as the case may be, shall purchase the Transferred Shares at a purchase price equal to the Fair Value thereof. The Fair Value of the Transferred Shares shall be determined by a nationally recognized investment banking firm or nationally recognized expert experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the date the applicable parties determine that they cannot agree as to the purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing IT Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing IT Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing IT Rightholders jointly (in the case of a purchase by the Company and IT Rightholders), as the case may be, shall designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing IT Rightholders or both, or all, as the case may be, fails to make such designation within such period, then any other party may apply to the American Arbitration Association or a court of appropriate jurisdiction for the appointment of such an appraiser. The appraiser shall conduct its determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be determined by such appraiser. Such determination shall be final and binding on the Involuntary Transferee, the Company and the IT Rightholders. The Involuntary Transferee shall be responsible for one-half the fees and expenses of the appraiser designated by or on behalf of it, and the Company and/or the purchasing IT Rightholders in proportion to the ratio in which they are purchasing Transferred Shares shall be responsible for one-half of the fees and expenses of the appraiser. For purposes of this Section 3.2(b), the "Fair Value" of the Transferred Shares means the fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraiser determines to be relevant.

  • Consolidated Net Worth The Company will not permit Consolidated Net Worth at any time to be less than US$165,000,000 plus the cumulative sum of 25% of Consolidated Net Earnings (but only if a positive number) for each fiscal quarter ending after June 30, 2004.

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any ▇▇▇▇-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.