Fair Market Value

Fair Market Value. Means, as of any date, the value of Common Stock determined as follows: (i) if the principal trading market for the Common Stock is a national securities exchange, 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; (ii) if the Common Stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Common Stock on the relevant date,... as reported on the NYSE 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 Board determines; (iii) for purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company's Common Stock; or (iv) 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 determined by the Board. The Board shall determine the Fair Market Value based upon the application of a reasonable valuation method that considers all material information available to the Board. The Board may engage outside advisors, valuation experts and counsel to assist the Board in making a determination of Fair Market Value for purpose of the Plan. View More

Fair Market Value. Means, as of any date, the value of a share of Common Stock as determined by the Committee, in its discretion, subject to the following: (i) If, on such date, Common Stock is listed on one or more established U.S. national or regional securities exchanges, the Fair Market Value of a share shall be the closing price of a share of Common Stock as quoted on such exchange constituting the primary market for the shares, as reported in The Wall Street Journal or such other source as the Company deems... reliable (or, if no such closing price is reported, the closing price on the last preceding date on which such price of Common Stock is so reported). (ii) Notwithstanding clause (i) above, the Committee may, in its discretion, determine the Fair Market Value of a share of Common Stock on the basis of the opening, closing, or average of the high and low sale prices of a share of Common Stock on such date or the preceding trading day, the actual sale price of a Share, any other reasonable basis using actual transactions involving shares of Common Stock as reported on an established U.S. national or regional securities exchange, or on any other basis consistent with the requirements of Section 409A of the Code. (iii) The Committee may vary its method of determining Fair Market Value as provided in this Section for purposes of different provisions under the Plan. The Committee may delegate its authority to establish Fair Market Value for purposes of determining whether sufficient consideration has been paid to exercise Options or SARs or for purposes of any other transactions involving outstanding Awards. View More

Fair Market Value. With respect to the Company's stock, except as otherwise specifically provided herein, shall have the meaning ascribed to it in the Company's 2005 Incentive Stock Option Plan.

Fair Market Value. On any date means (i) the closing price at the end of normal market hours of the Shares on such date as quoted on the National Association of Securities Dealers Automated Quotation System (the "Nasdaq"), (ii) if the Shares are not quoted on the Nasdaq but are listed for trading on the New York Stock Exchange (the "NYSE") or other national securities exchange, the closing price at the close of the primary trading session of the Shares on such date on the NYSE (or, if the Shares are not listed... for trading on the NYSE, on such other exchange) or (iii) if the Shares are not listed on the Nasdaq, the NYSE or other national exchange, or if there is no such closing price for such date on the Nasdaq, the NYSE or other national exchange, the fair market value of the Shares as determined in good faith by the Committee (and, if applicable, in accordance with Sections 409A and 422 of the Code). View More

Fair Market Value. The average of the highest and lowest quoted selling prices for shares of Common Stock on the New York Stock Exchange or equivalent securities exchange on the relevant date, or if there is no sale on such date, then on the last previous day on which a sale was reported

Fair Market Value. On the date in question: (i) Listed Stock. If the Stock is traded on any established stock exchange or quoted on a national market system, the closing sales price for the Stock as quoted on that stock exchange or system for the date the value is to be determined (the "Value Date"). If no sales are reported as having occurred on the Value Date, fair market value will be that closing sales price for the last preceding trading day on which sales of Stock are reported as having occurred. If no... sales are reported as having occurred during the five (5) trading days before the Value Date, fair market value will be the closing sales price for the first sale following the grant date and if no sale follows the grant date for five (5) trading days then the fair market value will be the closing bid for Stock on the Value Date or the trading date preceding the Value Date. If Stock is listed on multiple exchanges or systems, fair market value will be based on sales or bids on the primary exchange or system on which Stock is traded or quoted. (ii) Stock Quoted by Securities Dealer. If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national market system, fair market value will be the closing bid for the Stock on the Value Date or the trading date preceding the Value Date. If no prices are quoted for the Value Date or the trading date preceding the Value Date, fair market value will be the arithmetic mean between the high bid and low asked prices on the Value Date or the trading day preceding the Value Date. Otherwise, fair market value will be determined using any other reasonable method using actual transactions in such Stock as reported by such market. (iii) No Established Market. If Stock is not traded on any established stock exchange or quoted on a national market system and are not quoted by a recognized securities dealer, the Administrator will determine fair market value based upon a reasonable application of a reasonable valuation method View More

Fair Market Value. The fair market value of the Phantom Awards as determined in good faith by the Board or its designee.

Fair Market Value. Of a share of Common Stock as of a given date shall be (a) if the Common Stock is traded on the NYSE or another securities exchange, the mean of the high and low sales prices (rounded to the nearest $0.01) of a share of Common Stock as reported by the NYSE or such other exchange on such date, or if shares were not traded on such date, then on the last preceding date on which a trade occurred; or (b) if the Common Stock is not traded on the NYSE or another securities exchange, the fair market... value of a share of Common Stock as established by the Committee acting in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and all other applicable rules and regulations. View More

Fair Market Value. The closing price of actual sales of CDI Stock on the New York Stock Exchange ("NYSE") on a given date or, if there are no such sales on such date, the closing price of CDI Stock on the NYSE on the last preceding date on which there was a sale. If CDI Stock is not then listed on the NYSE, Fair Market Value shall mean (i) the per share closing price on any other U.S. national securities exchanges on which CDI Stock is listed, (ii) if not so listed and CDI Stock is publically traded on an... inter-dealer quotation system, the closing price on such system (or, if deemed appropriate by the Committee, the average of high and low prices) and (iii) if not so listed or traded, as determined by the Committee in compliance with Section 409A of the Code View More

Fair Market Value. The term "Fair Market Value" used in connection with the value of Units shall mean the average of the closing prices of the sales of the Company's Units on all securities exchanges on which the Units may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day or, if on any day the Units are not so listed, the average of the representative bid and asked prices... quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day the Units are not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. If at any time the Units are not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair Market Value shall be the fair value of the Units determined in good faith by the Board using its reasonable business judgment (valuing the Company and its subsidiaries as a going concern; disregarding any discount for minority interest or marketability of the Units, whether due to transfer restrictions or the lack of a public market for the Units; taking into account the Preferred Priority Return (as defined in the LLC Agreement); without taking into account the effect of any contemporaneous forfeiture or repurchase of Units at less than Fair Market Value under Section 4) provided that if the Executive disagrees in good faith with the Board's determination and such dispute involves an amount in excess of $250,000, the Executive shall notify the Company in writing of such disagreement within ten (10) business days of receipt of the Board's determination of the fair market value of such Units, in which event an independent appraiser, accountant or investment banking firm (the "Arbiter") selected by mutual agreement of the Executive and the Board shall make a determination of the fair market value thereof (valuing the Company and its subsidiaries as set forth above); solely by (i) reviewing a single written presentation timely made by each of the Company and the Executive setting forth their respective resolutions of the dispute and the bases therefor and (ii) accepting either the Executive's or the Company's proposed resolution of the dispute. For the avoidance of doubt, the determination of Fair Market Value of any Unit shall be based on the amounts distributable in respect of such Unit under the terms of the LLC Agreement, including any adjustments necessary to reflect the portion of any tax distributions that were previously made in respect of such Unit but not charged against other distributions in respect of such Unit. Within five (5) business days after the Company's receipt of Executive's written notice of disagreement, the Company shall make available to Executive all data (including reports of employees and outside advisors) relied upon by the Board in making its determination. The Executive's and the Company's written presentations must be submitted to the Arbiter within 30 days of the Arbiter's engagement, written notice of which shall be delivered by the Company to the Executive. The Arbiter shall notify the Executive and the Company of its decision within 40 days of its engagement. If the Executive's proposed resolution is accepted, the Company also shall pay all of the Executive's reasonable out-of-pocket fees and expenses (including reasonable fees and expenses of counsel) incurred in connection with the arbitration. Each of the Company and the Executive agrees to execute, if requested by the Arbiter, a reasonable engagement letter with the Arbiter. View More