Fair Market Value

Fair Market Value. Fair market value as defined in the Equity and Incentive Plan.

Fair Market Value. With respect to a share of Common Stock as of any given date, (i) if the Common Stock is traded on the over-the-counter market, the arithmetic mean of the bid and the asked prices for the Common Stock at the close of trading on that date, or if that day is not a trading day (i.e., a weekend, holiday or no trades were made), on the trading day immediately preceding such day; (ii) if the Common Stock is listed on a national securities exchange, the arithmetic mean of the high and low selling... prices of the Common Stock on that date, or if that day is not a trading day, on the trading day immediately preceding such day; and (iii) if the Common Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Committee, in good faith, shall determine View More

Fair Market Value. With respect to any non-cash consideration, the fair market value of such non-cash consideration as determined in good faith by the Board of Directors of Acquiror (or any successor entity of Acquiror in the event the Original Oaktree Shares have been exchanged for shares of such successor entity in connection with any recapitalization of Acquiror prior to any Realization Event); provided, that the Seller Representative may dispute such fair market value determination in accordance with Section... 3(c) unless such determination is being made as to the value of Original Oaktree Shares following any initial public offering of the equity securities of Parent, Acquiror or the Company, in which case the Fair Market Value shall be the value attributed by Oaktree to each Original Oaktree Share in the resulting distribution made by Oaktree to its limited partners in the ultimate investment funds affiliated with Oaktree View More

Fair Market Value. Means the closing price for a Common Share reported on a consolidated basis on the exchange or national market system on which Shares are traded on the date of measurement, or if Shares were not traded on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Administrator may select. If the Shares are not listed on a national securities exchange or system, Fair Market Value shall be determined in good faith by the Administrator... in its sole discretion, taking into account, to the extent appropriate, the requirements of Section 409A (including, without limitation, the requirement that fair market value be determined through the reasonable application of a reasonable valuation method). View More

Fair Market Value. As of any date, the value of the Common Stock as determined in good faith by the Administrator; provided, however, that (a) if the Common Stock is admitted to trading on a national securities exchange, the Fair Market Value on any date shall be the closing selling price reported for the Common Stock on such exchange for such date or, if no sales were reported for such date, for the most recent date on which such a sale was reported, and (b) if the Common Stock is not admitted to trading on a... national securities exchange, but is admitted to quotation on an over the counter market or any interdealer quotation system, the Fair Market Value on any given date shall be the average of the highest bid and lowest asked prices of the Common Stock reported for such date or, if no bid and asked prices were reported for such date, for the last day preceding date for which such prices were reported. View More

Fair Market Value. (i) If the Company Stock is listed on any established stock exchange or quoted on any established stock market system (including the OTC Bulletin Board or OTC Markets Group), Fair Market Value shall be the closing price for the Company Stock on the date as of which Fair Market Value is determined for any purpose under this Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market... system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value. (ii) If the Company Stock is not then listed on any established stock exchange or quoted on any established stock market system (including the OTC Bulletin Board or OTC Markets Group) or if, in the opinion of the Committee, the method set forth in (i) is otherwise inapplicable or inappropriate for any reason, Fair Market Value shall be the fair market value of a share of Company Stock as determined pursuant to a reasonable application of a reasonable method adopted by the Committee in good faith for such purpose, which shall be conclusive and binding on all persons; provided, however, that the Fair Market Value of Company Stock subject to an Incentive Stock Option shall be determined in good faith within the meaning of Treasury Regulation § 1.422-2(e)(2) and the Fair Market Value of Company Stock subject to a Nonstatutory Stock Option or a Stock Appreciation Right shall be determined in accordance with Treasury Regulation § 1.409A-1(b)(5)(iv). View More

Fair Market Value. The value for one Share as determined in good faith by the Administrator, according to the following provision, as provided in the Shareholders Authorization: The purchase or subscription price per share that may be issued pursuant to the Shareholders Authorization shall be fixed by the Board of Directors in accordance with the provisions of Article L. 225-177 of the French Commercial Code and shall be at least equal to the equivalent in Euros of at least 95% of the closing trading price of an... ordinary share of the Company (whether or not in the form of an American Depositary Share) admitted to trading on the Nasdaq Global Market in the United States of America on the last trading day before the grant date, it being specified that when an option allows its beneficiary to buy shares previously purchased by the Company, its exercise price, without prejudice to the foregoing and in accordance with the applicable legal provisions, may also not be less than 80% of the average price paid by the Company for all of the shares that it may previously have purchased. This price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised. However, if the Company makes one of the operations mentioned in article L. 225-181 of the Law, it must take all necessary measures to protect Optionee's interests in the conditions provided for by article L 228-99 of the Law. In case of issuance of securities granting access to the share capital of the Company, as well as in case of the Company's merger or spin off (scission), the Board may decide, for a limited period of time, to suspend the right to exercise the Options View More

Fair Market Value. (i) if the Stock is listed on any established stock exchange, the closing sales price for such Stock on such exchange for the Trading Date applicable to the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) in the absence of an established market for the Stock, the value determined in good faith by the Board based on a reasonable valuation method that is consistent with the requirements of Code Section 409A and the Treasury... Regulations thereunder. For purposes of determining the Fair Market Value with respect to an Award received by an employee in connection with an initial hire or a promotion within the Company, the date of determination shall mean the Trading Date which is such employee's first date of hire or promotion. For all other Awards, the date of determination shall mean the Trading Date on which the Committee (or its delegate) approves the Award View More

Fair Market Value. The closing price for the Common Shares reported on a consolidated basis on the primary national securities exchange on which such Common Shares are traded on the date of measurement, or if the Common Shares were not traded on such measurement date, then on the next preceding date on which Common Shares were traded, all as reported by such source as the Committee may select. If the Common Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the... Committee in its good faith discretion, taking into account, to the extent appropriate, the requirements of Section 409A of the Code and bid and offered prices on any applicable over the counter market View More

Fair Market Value. Of one share of Common Stock as of a date of determination means: (i) with respect to Section 2.3.1 and Section 2.3.2, if the Common Stock is publicly traded, the closing price of the Common Stock as reported on the New York Stock Exchange or such other trading market on which the Common Stock is then listed on the last trading date ending prior to the date of determination, (ii) other than with respect to Section 2.3.1 and Section 2.3.2, if the Common Stock is publicly traded, the volume... weighted average sale price of one share of Common Stock as reported on the New York Stock Exchange or such other trading market for which the Common Stock is then listed for the ten (10) trading days ending on the third trading day prior to such date and (iii) if the Common Stock is not so publicly traded, such fair market value as determined by the Board in good faith after receiving and reviewing the advice of a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that Registered Holder shall have a right to receive from the Board the assumptions used and calculations performed to arrive at such fair market value. Solely for the purposes of Section 2.3.1, the date of determination shall mean the date the Warrant Certificate and Election to Purchase are delivered to the Company by a Registered Holder View More