Fair Value

Fair Value. Shall mean, on any date specified herein (i) in the case of cash, the dollar amount thereof, (ii) in the case of a security, the Current Market Price, and (iii) in all other cases, the fair value thereof (as of a date which is within 20 days of the date as of which the determination is to be made) determined jointly by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Fair Value shall be determined in good... faith, by an independent investment banking firm selected jointly by the Company and the Holders or, if that selection cannot be made within ten days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and provided further, that the Company shall pay all of the fees and expenses of any third parties incurred in connection with determining the Fair Value. View More

Fair Value. For each share of Common Stock, the average of the closing prices of the sales of the Common Stock on all securities exchanges on which the Common Stock 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 Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq National ... Market System ("Nasdaq NMS") as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq NMS, 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 Value is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq NMS or the over-the-counter market, the Fair Value of each share of Common Stock shall be determined by the Board in its good faith judgment. The "Fair Value" of each share of Preferred Stock shall be as determined by the Board in its good faith judgment. If the Executive disputes the Board's determination of Fair Value and the Executive and the Board are unable to reach agreement as to the Fair Value within 60 days, the Company and the Executive shall seek an independent appraisal of such Fair Value by an independent appraiser experienced in valuing securities such as the Executive Stock and mutually agreeable to the Company and the Executive, and the determination of such appraiser shall be final and binding upon the Company and the Executive. The independent appraiser shall be instructed to determine Fair Value as the amount that would be received by the holder of such share of Executive Stock if all of the equity securities of the Company were sold to a buyer in a single transaction and the proceeds from such transaction were allocated to the holders of equity securities of the Company on a fully diluted basis as if the proceeds were distributed in a liquidation of the Company pursuant to the Company's certificate of incorporation. The cost and expense of such appraisal shall be paid 50% by the Company and 50% by the Executive. View More

Fair Value. Of each unit of Class C Common and unit of Preferred Units means the average of the closing prices of the sales of the Company's membership interests on all securities exchanges on which the membership interests 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 membership interests are not so listed, the average of the... representative bid and asked prices quoted on the Nasdaq National Market System ("Nasdaq NMS") as of 4:00 P.M., New York time, or, if on any day the membership interests are not quoted in the Nasdaq NMS, the average of the highest bid -2- 3 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 Value is being determined and the 20 consecutive Business Days prior to such day. If at any time the Class C Common is not listed on any securities exchange or quoted in the Nasdaq NMS or the over-the-counter market, the Fair Value of each unit of Class C Common and unit of Preferred Units shall be the fair market value of such unit as determined by the Board in its good faith judgment. View More

Fair Value. Shall mean, on any date specified herein (i) in the case of cash, the dollar amount thereof, (ii) in the case of a security, the Current Market Price, and (iii) in all other cases, the fair value thereof (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith by the Company's Board of Directors.

Fair Value. Shall mean with respect to any securities or other property, the fair market value thereof, as of a date within five days of the date as of which the determination is to be made, determined in good faith by the Board of Directors of the Company. If the Holder in good faith disputes such determination of fair market value as determined by the Board of Directors of the Company, a valuation appraisal shall be conducted by an independent appraiser mutually agreeable to the Company and the Holder,... at the expense of the Holder. The fair market value of such securities or other property as determined by the independent appraiser shall be deemed the Fair Value thereof for purposes of this Warrant. Notwithstanding the foregoing, if the valuation appraisal exceeds the fair market value as determined by the Board of Directors by 10% or more, then the Company shall reimburse the Holder for the cost of the valuation appraisal. View More

Fair Value. Means, with respect to shares of Restricted Stock purchased by a Participant under the Plan, a price for such shares of Restricted Stock which is fair to the Company and the Participant, as determined in good faith by the Administrator, with predominant weight given to the following: (i) if such shares are publicly traded on an active market of substantial depth, the recent market price of such shares; (ii) if securities of the same class have not been so publicly traded, the price at which... securities of reasonably comparable corporations (if any) in the same industry are being traded, subject to appropriate adjustments for the dissimilarities between the corporations being compared; or (iii) in the absence of any reliable indicator under subsection (i) or (ii) of this definition, the earnings history, book value and prospects of the issuer in the light of market conditions generally. View More

Fair Value. As reasonably calculated by the Company's Board of Directors or a duly appointed committee of the Board; provided, however, that any Director or committee member who acquires the Company's Common Stock in the transaction 17 requiring the calculation of Fair Value shall not participate in such calculation or approval without the consent of the Warrantholder. Upon determination of Fair Value, the Board of Directors (or committee... as the case may be) shall provide the Warrantholder with written notice of the Fair Value along with reasonable documentation supporting such calculation. View More

Fair Value. Means the fair value determined in good faith by the Board of Directors and reflected in a formal resolution thereof.

Fair Value. The "Fair Value" of each share of Series B preferred stock shall be as determined by the Board in its good faith judgment. If Director disputes the Board's determination of Fair Value and Director and the Board are unable to reach agreement as to the Fair Value within 60 days, O'Sullivan and Director shall seek an independent appraisal of such Fair Value by an independent appraiser experienced in valuing securities such as the Series B preferred... stock and mutually agreeable to O'Sullivan and Director, and the determination of such appraiser shall be final and binding upon O'Sullivan and Director. The independent appraiser shall be instructed to determine Fair Value as the amount that would be received by the holder of such share of Series B preferred stock if all of the equity securities of O'Sullivan were sold to a buyer in a single transaction and the proceeds from such transaction were allocated to the holders of equity securities of O'Sullivan on a fully diluted basis as if the proceeds were distributed in a liquidation of O'Sullivan pursuant to O'Sullivan's certificate of incorporation. The cost and expense of such appraisal shall be paid 50% by O'Sullivan and 50% by Director. View More

Fair Value. Shall mean as of any date, the value of the Company determined as follows: (i) If the Company's stock is listed on an established stock exchange or a national market system, the fair value of the Company will be calculated based on the value per share of common stock at the closing sales price for such stock (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the system or exchange with the greatest volume of trading in common stock) on the... last market trading day prior to the day of determination, as reported in a source the Board considers reliable. (ii) If the Company's stock is not traded as set forth above and the Company has been appraised by an independent appraiser pursuant to Section 15 within the last year and the value of the Company has not materially changed since the date of the appraisal, the fair value of the Company will be the appraised value. (iii) If the Company's stock is not traded as set forth above and the Company does not have a recent appraisal by an independent appraiser pursuant to Section 15 or the value of the Company has materially changed since the date of the most recent appraisal, the fair value of the Company will be determined by a new independent appraisal by an independent appraiser pursuant to Section 15. 2 View More