Fair Market Value

Fair Market Value. On any date, means (i) if shares of Stock are listed on a securities exchange or are traded over the Nasdaq National Market, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the shares of Stock are not listed on a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as... quoted by Nasdaq for such date, provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable. View More

Fair Market Value. As of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established securities exchange, its Fair Market Value shall be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the first market trading day immediately prior to such date during which a sale occurred, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) if the Shares are not traded... on a securities exchange but are quoted on a national market or other quotation system, the last sales price on such date, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the Shares, the Fair Market Value thereof shall be determined by the Administrator in its sole discretion View More

Fair Market Value. Means, as of any date, the per share fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Notwithstanding the foregoing, on and after the Merger Effective Time, the following shall apply: "Fair Market Value" per share of the Common Stock shall be established by the Administrator and, unless otherwise determined by the Administrator, the Fair Market Value shall be... determined in accordance with the following provisions: (A) if the shares of Common Stock are listed for trading on The NASDAQ Stock Market ("Nasdaq"), the New York Stock Exchange, Inc. (the "NYSE") or another national or regional Stock Exchange, the Fair Market Value shall be the closing sales price per share of the shares on Nasdaq, the NYSE or other principal Stock Exchange on which such securities are listed on the date an Award is granted or other determination is made (such date of determination being referred to herein as a "valuation date"), or, if there is no transaction on such date, then on the trading date nearest preceding the valuation date for which closing price information is available, and, provided further, if the shares are not listed for trading on Nasdaq, the NYSE or another Stock Exchange but are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, the Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the valuation date, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the valuation date (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (B) if the shares of Common Stock are not listed or reported in any of the foregoing, then the Fair Market Value shall be determined by the Administrator based on such valuation measures or other factors as it deems appropriate. Notwithstanding the foregoing, (i) with respect to the grant of Incentive Options, the Fair Market Value shall be determined by the Administrator in accordance with the applicable provisions of Section 20.2031-2 of the Federal Estate Tax Regulations, or in any other manner consistent with Section 422 of the Code; and (ii) Fair Market Value shall be determined in accordance with Section 409A of the Code if and to the extent required. View More

Fair Market Value. As of any date, the fair market value of the Class A Common Stock, as determined by the Administrator on a reasonable basis consistent with regulations under Section 409A of the Code. For a Listed Security, the determination of Fair Market Value shall be based upon the closing price for the applicable date

Fair Market Value. Means the fair market value of a share of Subordinate Voting Stock as of a determination date, as reasonably determined by the Committee in its discretion; provided that, in the event the Subordinate Voting Stock is listed on an established stock exchange or a national market system, Fair Market Value shall be determined by reference to the closing sales price (or the closing bid, if no sales were reported) as quoted for such exchange or system on the latest trading day prior to the date of... determination. Fair Market Value shall be determined in accordance with Treasury Regulation section 1.409A-1(b)(5)(i) of the Code for any Option intended to be a stock right not providing for the deferral of compensation under section 409A of the Code. View More

Fair Market Value. Per share as of a particular date shall mean (i) the closing sales price per Share on the securities exchange on which the Shares are principally traded for the last preceding date on which there was a sale of such Shares on such exchange; or (ii) if the Shares are listed on Nasdaq, the last reported price per Share on Nasdaq on the last preceding date on which there was a sale of such Share on Nasdaq; or (iii) if the Shares are then traded in an over-the-counter market, the average of the... closing bid and asked prices for the Shares in such over-the-counter market for the last preceding date on which there was a sale of such Shares in such market; (iv) if the Shares are not then listed on a securities exchange or market or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine with full authority to determine the method for making such determination (which may be Black-Scholes model or any other method), and which determination shall be conclusive and binding on all parties, and shall be made after such consultations with outside legal, accounting and other experts as the Committee may deem advisable. View More

Fair Market Value. Shall mean the closing sale price of the Common Stock on the New York Stock Exchange—Composite Tape on the date an Option is granted (or, for purposes of determining the value of shares of Common Stock used in payment of the Option Price as provided in Section 8(C)(4), the date of exercise) or, if there are no sales on such dates, at the opening price on the following day on which there are sales.

Fair Market Value. The fair market value determined in such manner as the Committee, in its sole discretion, may deem equitable or as required by applicable law, rule or regulation

Fair Market Value. Of a share of Common Stock or other security of COMPANY (a SECURITY) shall be the highest price per share that COMPANY could reasonably be expected to obtain from a willing buyer (not a current employee or director) for shares of such SECURITY sold by COMPANY, from authorized but unissued shares, as determined in good faith by the Board of Directors of COMPANY, unless COMPANY shall become subject to a merger, acquisition or other consolidation pursuant to which COMPANY is not the surviving... party, in which case the current fair market value of a share of such SECURITY shall be deemed to be the value received by holders of such SECURITY for each share of such SECURITY pursuant to COMPANY's acquisition. View More

Fair Market Value. The amount equal to the fair market value of a Share as determined by the Board pursuant to a reasonable method adopted in good faith for such purpose