Fair Value

Fair Value. For any Share and as of the date of determination, the amount, as determined by the Board of Directors in good faith that the holder of such Share would receive in respect of such Share if the Company were sold as a going concern for its then Fair Market Value and, after payment of all indebtedness and reasonable reserves for contingent liabilities, obligations and transaction expenses, the remaining proceeds were distributed to the holders of Shares in accordance with the Distribution... priorities specified in the Certificate, taking into account all prior Distributions. For the avoidance of doubt, in determining the Fair Value of any Share, no discount for minority ownership or illiquidity of a Share shall be applied since Fair Value shall be determined based on the Fair Market Value of the Company as a private going concern as described in this definition, and not on the Fair Market Value of such Share if it were sold separately. View More

Fair Value. In respect of any share of Common Stock on any date herein specified, the fair saleable value of such share (determined without giving effect to the discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock or to the fact that the Company may have no class of equity registered under the Exchange Act) as of the last day of the most recent fiscal month ending prior to such date specified, based on the value of the Company on a fully-diluted basis, as determined in... good faith by the Company's Board of Directors. View More

Fair Value. The meaning specified in SFAS No. 123, Accounting for Stock-Based Compensation.

Fair Value. The value of a Cuota, as determined by the Board in accordance with this Section 2.9. The Board shall base its determination of such Fair Value based upon the then most recently performed third-party financial valuation of Oceanica ("Third-Party Valuation"), which shall be obtained by the Board. The Board shall obtain such Third-Party Valuation at least annually following the first date upon which any outstanding CARs under this Plan shall vest. Fair Value shall be determined without regard to... any expense or liability associated with the outstanding CARs. In determining the value of a Cuota, Fair Value of Oceanica shall be divided by the total number of shares of Cuotas outstanding, without giving effect to the number of outstanding CARs. The Board's determination of Fair Value of Cuotas shall be binding on all parties, and no party shall have the right to appeal this determination View More

Fair Value. For the purposes of determining the fair market value of any Assets contributed by the Obligor pursuant to Section 2(a) of this Capital Agreement, fair market value determined using prices published by a nationally recognized pricing service for Assets for which such prices are available and for Assets for which such prices are not available, fair market value determined using methodologies consistent with those which Prime Re uses for determining the fair market value of assets held in its... general account in the ordinary course of business View More

Fair Value. Means the price that would be received by Maker to sell an asset or paid by Maker to transfer a liability in an orderly transaction with market participants, as determined in good faith by Maker at the end of a given Reporting Period or other applicable time.

Fair Value. The fair value of the Share determined in good faith by the Committee from time to time, not less frequently than annually. Such determination shall be in effect for all exercises of SAR Shares until the Committee makes a subsequent determination. The Committee may adopt such formulas as in its opinion shall reflect the true fair value of the Share from time to time, and may rely on such independent advice with respect to such fair market value as the Committee shall deem appropriate. However,... in the event the Share are subject to public trade on a securities exchange, the fair market value of the Share will be used to determine the Fair Value by using the closing price on any national securities exchange or market on which such shares are traded on the date for which an exercise is made (or, if there were no reported trades on such date, then on the latest date within 60 days prior to the date for which a determination of such value is required under this Plan). View More