Grouped Into 6 Collections of Similar Clauses From Business Contracts
This page contains Fair Market Value clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Fair Market Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be (i) the closing price of the Company's Common Stock on the date of calculation (or on the last preceding trading date if Common Stock was not traded on such date) if the Company's Common Stock is readily tradeable on a national securities exchange or other market system, (ii) if the Company's Common Stock is not readily tradeable, Fair Market Value shall mean the amount determined in good faith by the Commit...tee as the fair market value of the Common Stock of the Company and (iii) in connection with a Change in Control of the Company or an event specified in Section 15(a), the value of the consideration paid to stockholders in connection with such Change in Control or event or if no consideration is paid in respect thereof, the amount determined pursuant to clause (i) or (ii), above.View More
Fair Market Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be (i) (a) the closing price of the Company's Common Stock on the date of calculation (or on the last preceding trading date if Common Stock was not traded on such date) if the Company's Common Stock is readily tradeable on a national securities exchange or other market system, (ii) (b) if the Company's Common Stock is not readily tradeable, Fair Market Value shall mean the amount determined in good faith by th...e Committee as the fair market value of the Common Stock of the Company and (iii) (c) in connection with a Change in Control of the Company or an event specified in Section 15(a), 13(a), the value of the consideration paid to stockholders in connection with such Change in Control or event or if no consideration is paid in respect thereof, the amount determined pursuant to clause (i) (a) or (ii), (b), above. View More
Fair Market Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be the closing price of the Class A Common Stock on the date of calculation (or on the last preceding trading date if Class A Common Stock was not traded on such date) if the Class A Common Stock is readily tradable on a national securities exchange or other market system, and if the Class A Common Stock is not readily tradable, Fair Market Value shall mean the amount determined in good faith by the Board as th...e fair market value of the Class A Common Stock; provided that for purposes of determining the exercise price of Stock Options, the Fair Market Value will be determined in accordance with the requirements of Section 409A of the Code and the regulations thereunder.View More
Fair Market Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be the closing price of the Class A Common Stock on the date of calculation (or on the last preceding trading date if Class A Common Stock was not traded on such date) if the Class A Common Stock is readily tradable tradeable on a national securities exchange or other market system, and if system. If the Class A Common Stock is not readily tradable, tradeable, Fair Market Value shall mean the amount determined ...in good faith by the Board Committee as the fair market value of the Class A Common Stock; provided that that, for purposes of determining the exercise price or grant price of Stock Options, the Options and Stock Appreciation Rights, Fair Market Value will be determined in accordance with the requirements of Section 409A of the Code and the regulations thereunder. View More
Fair Market Value. (a) Notwithstanding anything in the Plan, the Stockholders Agreement or this letter agreement to the contrary, in each case in which the term "Fair Market Value" is used in the Stockholders Agreement or this letter agreement, it shall have the following meaning to the extent used with respect to you or your Shares or Options, except in the event of a Termination of Service for Cause or in connection with a Restrictive Covenant Breach, (i) Fair Market Value shall be determined as of the last day ...of the most recently completed calendar quarter and without regard to any minority, illiquidity, lack of marketability or similar discounts and (ii) in no event shall Fair Market Value be less than the average of the values of the Company determined by the Principal Stockholders and reported to the limited partners of the Principal Stockholders as of the last day of the most recently completed calendar quarter. 4 (b) In the event the Repurchase Period would otherwise expire prior the 10th day after the last date any of the Principal Stockholders makes its determination of the value of the Company as of the most recently completed calendar quarter for purposes of reporting such value to its limited partners (such date of determination, the "Quarterly Valuation Date"), the Repurchase Period shall automatically be extended until the 10th day after the Quarterly Valuation Date. (c) For purposes of the definition of "Restrictive Covenant Breach" under the Stockholders Agreement, the clause "or any similar restrictive covenant" shall be disregarded.View More
Fair Market Value. (a) Notwithstanding anything in the Plan, the Stockholders Agreement or this letter agreement to the contrary, in each case in which the term "Fair Market Value" is used in the Stockholders Agreement or this letter agreement, it shall have the following meaning to the extent used with respect to you or your Shares or Options, except in the event of a Termination of Service for Cause or in connection with a Restrictive Covenant Breach, (i) Fair Market Value shall be determined as of the last day ...of the most recently completed calendar quarter and without regard to any minority, illiquidity, lack of marketability or similar discounts and (ii) in no event shall Fair Market Value be less than the average of the values of the Company determined by the Principal Stockholders and reported to the limited partners of the Principal Stockholders as of the last day of the most recently completed calendar quarter. 4 (b) In the event the Repurchase Period would otherwise expire prior the 10th day after the last date any of the Principal Stockholders makes its determination of the value of the Company as of the most recently completed calendar quarter for purposes of reporting such value to its limited partners (such date of determination, the "Quarterly Valuation Date"), the Repurchase Period shall automatically be extended until the 10th day after the Quarterly Valuation Date. (c) Notwithstanding anything in the Plan, the Stockholders Agreement or this letter agreement to the contrary, for purposes of Section 10.3(b)(ii) of the Stockholders Agreement, the purchase price paid for each Share received by you pursuant to the Merger Agreement shall be deemed to be $27.086 less any amounts paid to you by way of dividends and/or distributions of any kind (such price as proportionately adjusted for any stock split, reverse stock split or similar event with respect to the Shares occurring after the Closing). (d) For purposes of the definition of "Restrictive Covenant Breach" under the Stockholders Agreement, the clause "or any similar restrictive covenant" shall be disregarded. View More
Fair Market Value. The fair market value of the shares granted was Five Dollars and Seventy-Seven Cents ($5.77) ($8.29) per share on the date of grant.
Fair Market Value. (a)For purposes of this Agreement, "Fair Market Value" means (a) with respect to Equity Shares, Fair Market Value as defined in the Plan, and for any purposes, including for any call and for purposes of Section 3, Section 12 and Section 15, shall be determined without any discount for minority interest or illiquidity, (b) with respect to any other asset means the amount for which a willing buyer and willing seller would purchase and sell the asset in an efficient market, and (c) with respect to ...any liability means the amount which a willing creditor would accept to discharge such liability and which a willing debtor would pay to discharge such liability in an efficient market. (b)The "Loral Stake FMV" means: (i) the Fair Market Value of the total consideration that is to be paid to the holders of Loral equity in the Loral Transaction, plus (ii) the Fair Market Value immediately prior to closing on the date of the closing of a Loral Transaction of any indebtedness of Loral incurred to fund cash distributions to the holders of Loral equity, less (iii) the amount, if any, by which the Fair Market Value of Loral's assets (excluding the Equity Shares) exceeds the Fair Market Value of Loral's liabilities (other than liabilities included in clause (ii) above). Loral shall cooperate with the Board in its determination of Fair Market Value for purposes of Sections 12, 15 and 18. (c)If the Participant or Loral (with respect to Fair Market Determinations for the purposes of Section 12, 15 and/or 18) does not agree with the Fair Market Value as determined by the Board pursuant to the Plan and this Section 18, the Participant or Loral, as the case may be (the "Objector") shall notify the Board in writing of such objection within fifteen (15) days of receipt of written notice of such Fair Market Value, and shall provide to the Board his own determination of Fair Market Value in writing no later than thirty (30) days of such receipt. The Board shall submit the determinations of Fair Market Value to an investment banker or valuation service agreed upon in good faith by the Board, Loral and the Participant (an "Appraiser") to choose one of the determinations as the most appropriate valuation of the Fair Market Value of the Shares. All fees of the Appraiser shall be paid (a) by the Company if the Appraiser chooses an Objector's determination of Fair Market Value, and (b) by the Objector if the Appraiser chooses the Board's determination of Fair Market Value. For the avoidance of doubt, the provisions of this paragraph (c) shall also apply to the determination of the Loral Stake FMV.View More
Fair Market Value. (a)For (a) For purposes of this Agreement, "Fair Market Value" means (a) with respect to Equity Shares, Fair Market Value as defined in the Plan, and for any purposes, including for any call and for purposes of Section 3, Section 12 and Section 15, shall be determined without any discount for minority interest or illiquidity, (b) with respect to any other asset means the amount for which a willing buyer and willing seller would purchase and sell the asset in an efficient market, and (c) with res...pect to any liability means the amount which a willing creditor would accept to discharge such liability and which a willing debtor would pay to discharge such liability in an efficient market. (b)The (b) The "Loral Stake FMV" means: (i) the Fair Market Value of the total consideration that is to be paid to the holders of Loral equity in the Loral Transaction, plus (ii) the Fair Market Value immediately prior to closing on the date of the closing of a Loral Transaction of any indebtedness of Loral incurred to fund cash distributions to the holders of Loral equity, less (iii) the amount, if any, by which the Fair Market Value of Loral's assets (excluding the Equity Shares) exceeds the Fair Market Value of Loral's liabilities (other than liabilities included in clause (ii) above). Loral shall cooperate with the Board in its determination of Fair Market Value for purposes of Sections 12, 15 and 18. (c)If (c) If the Participant or Loral (with respect to Fair Market Determinations for the purposes of Section 12, 15 and/or 18) does not agree with the Fair Market Value as determined by the Board pursuant to the Plan and this Section 18, the Participant or Loral, as the case may be (the "Objector") shall notify the Board in writing of such objection within fifteen (15) days of receipt of written notice of such Fair Market Value, and shall provide to the Board his own determination of Fair Market Value in writing no later than thirty (30) days of such receipt. The Board shall submit the determinations of Fair Market Value to an investment banker or valuation service agreed upon in good faith by the Board, Loral and the Participant (an "Appraiser") to choose one of the determinations as the most appropriate valuation of the Fair Market Value of the Shares. All fees of the Appraiser shall be paid (a) by the Company if the Appraiser chooses an Objector's determination of Fair Market Value, and (b) by the Objector if the Appraiser chooses the Board's determination of Fair Market Value. For the avoidance of doubt, the provisions of this paragraph (c) shall also apply to the determination of the Loral Stake FMV. -15- 19. Dividends. In the event that the Company pays a dividend to the holders of its Equity Shares, the Board will provide for the crediting of a notional account established on the books and records of the Company (the "Notional Account") for the Participant (but such Notional Account shall not be established and the Participant shall have no rights hereunder to the extent it would not be permitted under Section 409A of the Code) an amount equal to (a) the per-share dividend payable to holders of its Equity Shares multiplied by (b) the number of Shares subject to the Award on the payment date; provided, that, notwithstanding the foregoing, the Participant may elect, upon notice of an impending dividend, and in lieu of some or all of the amount credited to the Notional Account, to have the Board adjust in its good faith determination the (i) Exercise Price with respect to the Option, (ii) the SAR Base Price with respect to the Tandem SAR, and/or (iii) the number of Shares subject to the Award, or to have the Board otherwise substitute such Award, in any case so as to prevent dilution or enlargement of rights, and provided that such adjustment or substitution, and any election to adjust or substitute, is done in accordance with and only to the extent permitted by the provisions of (1) Sections 409A and 424 of the Code, to the extent the Participant is subject to taxation in the U.S., and/or (2) Sections 7(1.4) or proposed Sections 110(1.7) and (1.8), to the extent such Sections become effective and apply to any such adjustment or substitution, of the Income Tax Act (Canada), to the extent the Participant is subject to taxation in Canada. Amounts credited to the Participant's Notional Account will be distributed at the time of vesting of the Award. On the date and to the extent a portion of the Award is forfeited, a Participant will forfeit any amounts remaining in his Notional Account and which are attributable to such forfeited portion of the Award. View More
Fair Market Value. If Common Stock is publicly traded, then the "Fair Market Value" per share shall be determined as follows: (1) if the principal trading market for the Common Stock is a national securities exchange or the NASDAQ National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (2) if the Common Stock is not principally traded on such exchange or market, the mean between the last report...ed "bid" and "asked" prices of Common Stock on the relevant date, as reported on NASDAQ or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Common Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or "bid" or "asked" quotations as set forth above, the Fair Market Value per share shall be as reasonably determined by the Committee.View More
Fair Market Value. If Common Stock is publicly traded, then the "Fair Market Value" per share shall be determined as follows: (1) if the principal trading market for the Common Stock is a national securities exchange or the NASDAQ National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (2) if the Common Stock is not principally traded on such exchange or market, the mean between the last report...ed "bid" and "asked" prices of Common Stock on the relevant date, as reported on NASDAQ or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Common Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or "bid" or "asked" quotations as set forth above, the Fair Market Value per share shall be as reasonably determined by the Committee. View More
