Dissolution Value definition

Dissolution Value means the sum of the Trust Account Dissolution Value and the Remaining Asset Value.
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Dissolution Value is defined in Section 9.03(c).
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Dissolution Value shall have the meaning set forth in Section 10.02(a).
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Examples of Dissolution Value in a sentence

  • The Dissolution Value shall be an amount equal to the greater of (A) $10 per share and (B) subject to the provision for adjustment set forth below, above, 10,000 times the aggregate amount to be distributed per share to the holders of the shares of Common Stock, plus, in either case an amount equal to accrued and unpaid dividends to the date of payment.

  • The Dissolution Value shall be divided between the Members in accordance with their Percentage Interests, as reflected on Schedule A, as provided in subsections (c) through (g) below.

  • If according to the Appraiser’s determination made in accordance with Section 10.02(e), the percentage share of Dissolution Value received by a Member (or by its Affiliate(s)) exceeds that Member’s Percentage Interest, such Member shall make a cash payment to the other Member equal to that excess percentage times the Dissolution Value.

  • Upon receipt of a Dissolution Commencement Notice, the Dissolution Value of the Company shall be determined in the manner specified in Section 9.3.

  • Each Member shall select one of the Appraisers to determine the percentage share of Dissolution Value such Member (together with its Affiliate(s)) actually shall receive or has received from the distribution in kind of the Company’s assets and the assumption of the Company’s liabilities, as the case may be; provided, however, that such determination shall also take into effect the value of the Post-JV MBA Terms and Post-JV Financial Terms.

  • If 90 (ninety) days before the dissolution of the Company is complete, PepsiCo and PBG are unable to agree to the Post-JV Financial Terms, the Third Appraiser shall determine fair, reasonable and economically viable Post-JV Financial Terms consistent with the parties’ mutual intention to divide the Dissolution Value in accordance with the Members’ Percentage Interests.

  • To the extent the Company has insufficient cash to make the allocations described in Sections 9.02(a) and (b) and the cash distribution to Rockefeller described in Section 9.03(a) above, then Tejon shall contribute to the Company an amount equal to its Percentage Interest of the amounts provided for in Section 9.02(a) and (b) plus an amount equal to the Dissolution Value.

  • Whenever under this Article XV (a) the ---------- ---------- Net Fair Market Value of the EG Facility (or the Partnership's interest in the EG Facility) or the value of any price therefor or (b) the Appraised Partnership Interest Dissolution Value of any Partner's interest in the Partnership is to be determined by appraisal, such appraisal shall be made promptly by a board of appraisers, each of whom is a reputable expert in appraisal of the assets, business or interest being appraised.


More Definitions of Dissolution Value

Dissolution Value shall have the meaning set forth in Section 10.02(a). “Encumber” shall have the meaning set forth in Section 9.01. “Escalation Process” means the Members’ good faith attempts over a period of one month to resolve any matter, which was the subject of a tied vote of the Board, through discussions between the PBG CFO and PI CFO and, if they are unable to resolve the matter, then through discussions between the PBG CEO and PI CEO; provided, however, that the Members shall ensure that such Escalation Process shall be shortened if (a) the disputed matter concerns a potential acquisition by the Company, a Member, or an Affiliate of a Member of a business some of the assets of which are within the Russian Federation and (b) the potential purchaser believes in good faith that it will be prejudiced in the associated bidding process if the Escalation Process is not shortened to less than one month. “Final Determination” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction which has become final and is either no longer subject to appeal or for which a determination not to appeal has been made, or (b) any written disposition or agreement issued by, or entered into with, a taxing authority, as the case may be, relating to any tax matter which is final and prohibits such taxing authority, the Company or the Contributed Companies from seeking any further legal or administrative remedies with respect to such tax matter. “Fiscal Year” means, except as otherwise required by the Code, the 12-month (or shorter) period ending on the last day of December of each year. “Indebtedness” shall have that meaning ascribed to it in section 11.02(c). “Ineffective Transfers” shall have the meaning set forth in Section 9.01. “Insolvent” means the Company is unable to pay its debts within the meaning of Section 213(e) of the Companies Acts, 1963. “Irish GAAP” means the generally accepted accounting principles of the Republic of Ireland. “Management Team” means the individuals described in Section 7.02. 5
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Related to Dissolution Value

  • Orderly Liquidation Value means the net amount (after all costs of sale), expressed in terms of money, which Agent, in its good faith discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis.

  • Liquidation Value With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • Series A Liquidation Value means the amount equal to the sum of (i) the Series A Issue Price, plus (ii) all Series A Unpaid Distributions, plus (iii) Series A Partial Period Distributions, in each case, with respect to the applicable Series A Preferred Unit.

  • Disposition Value means, at any time, with respect to any property