Fair Value

Fair Value. If the Class A Common Stock is listed or traded in a manner referred to below, as at any date of Termination, (i) with respect to the Class B Common Stock, the product, rounded to three decimal places, of (x) the fraction of a share of Class A Common Stock for which a share of Class B Common Stock is exchangeable in accordance with the Exchange Rate and (y) an amount equal to the average of the daily Closing Prices on the twenty consecutive trading days immediately preceding the date of... Termination or the Section 3.2(f) Notice Date, as the case may be, and (ii) with respect to the Class A Common Stock, an amount equal to the average of the daily Closing Prices on the twenty consecutive trading days immediately preceding the date of Termination or the Section 3.2(f) Notice Date, as the case may be. As used in this Agreement, the term "Closing Price", with respect to the Class A Common Stock, on any day shall mean the last reported sales price on such day or, in the event no such sale takes place on such day, the average of the closing bid and asked prices, in each case on the New York Stock Exchange or, if the Class A Common Stock is not then listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading, or, if the Class A Common Stock is not listed or admitted to trading on any such exchange, the average of the highest reported bid and lowest reported asked prices as furnished by the National Association of Securities Dealers through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") (or a similar organization if NASDAQ is no longer reporting such information). If the Class A Common Stock is not listed and traded in a manner that the pricing information referred to above is available for the period required hereunder, the Fair Value per share of Class B Common Stock or Class A Common Stock, as the case may be, shall be deemed to be the fair market value of such security as determined in good faith by the Board of Directors of the Company. View More

Fair Value. With respect to any securities or other property, the Fair Value thereof as of a date which is within 15 days of the date as of which the determination is to be made (A) determined by an agreement between the Company and the Requisite Holders of Warrants or (B) if the Company and the Requisite Holders of Warrants fail to agree, determined jointly by an independent investment banking firm retained by the Company and by an independent investment banking firm retained by the Requisite Holders of... Warrants, either of which firms may be an independent investment banking firm regularly retained by the Company or any such holder or (C) if the Company or such holders shall fail so to retain an independent investment banking firm within five Business Days of the retention of such firm by such holders or the Company, as the case may be, determined solely by the firm so retained or (D) if the firms so retained by the Company and by such holders shall be unable to reach a joint determination within 15 Business Days of the retention of the last firm so retained, determined by another independent investment banking firm which is not a regular investment banking firm of the Company or any such holder chosen by the first two such firms. View More

Fair Value. Per share of Common Stock as of any specified date shall mean (i) if the Common Stock is publicly traded on such date, the Current Market Price per share, or (ii) if the Common Stock is not publicly traded on such date, the fair market value per share of Common Stock as determined in good faith by the Board of Directors of the Company and set forth in a written notice to the Holder, provided however, that if the Board of Directors of the Company is unable to determine the fair market value per... share of Common Stock (the "Valuation"), or if the holders of the Warrants representing at least fifty-one percent (51%) of the shares of Warrant Stock which are then subject to exercise under the Warrants (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to Holder and the holders of the other Warrants then outstanding, which notice specifies a majority-in-interest of the Requesting Holders' determination of such Valuation, then, unless the Company accepts the Valuation so proposed and the Company and a majority-in-interest of the Requesting Holders agree upon a valuation within five (5) business days thereafter, the Company and (in the event of a disagreement by the Requesting Holders) a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the -2- 3 preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company, the Holder and the holders of all of the other Warrants then outstanding, to the extent of the issuance or distribution to which such Valuation applies. If the Board of Directors of the Company was unable to determine such Valuation, all costs and fees of such investment banking firm shall be borne by the Company. If the Requesting Holders initially disagreed with the Board's determination of such Valuation, the party whose determination of such Valuation differed from the Valuation determined by such investment banking firm by the greatest amount shall bear all costs and fees of such investment banking firm. View More

Fair Value. Shall mean with respect to Common Stock the current Market Price per share of such Common Stock at any date and, with respect to any other assets, shall be deemed to be the fair market value as determined, in good faith, by the Board of Directors of the Company (such value, the "BOARD VALUATION"); PROVIDED HOWEVER that if the holder hereof disputes the Board Valuation on or before 15 Business Days after the date the Board of Directors of the Company notifies such holder in writing of such Board... Valuation, then, such holder shall be entitled to require the Board of Directors to retain an independent investment banker of the Board of Directors' choosing, at the expense of such holder, to determine such fair market value (such value, the "INDEPENDENT VALUATION"). It is agreed that the higher of (1) the Board Valuation and (2) the Independent Valuation shall constitute such "Fair Value" for all purposes. View More

Fair Value. Means: (i) with respect to a share of Common Stock or any other security, the Current Market Price thereof, and (ii) with respect to any other property, assets, business or entity, an amount determined in accordance with the following procedure: The Company and the holders of the Warrants and Warrant Shares, as applicable, shall use their best efforts to mutually agree to a determination of Fair Value within ten (10) days of the date of the event requiring that such a determination be made. If... the Company and such holders are unable to reach agreement within said ten (10) day period, the Company and such holders shall within ten (10) days of the expiration of the ten (10) day period referred to above each retain a separate independent investment banking firm (which firm shall not be the investment banking firm regularly retained by the Company). If either the Company or such holders fails to retain such an investment banking firm during such period, then the independent investment banking firm retained by such holders or the Company, as the case may be, acting alone, shall take the actions outlined below. Such firms shall determine (within thirty (30) days of their being retained) the Fair Value of the security, property, assets, business or entity, as the case may be, in question and deliver their opinion in writing to the Company and to such holders. If such firms cannot jointly make the determination, then, unless otherwise directed by agreement of the Company and such holders, such firms, in their sole discretion, shall choose another investment banking firm independent of the Company and such holders, which firm shall make the determination and render an opinion as promptly as practicable. In either case, the determination so made shall be conclusive and binding on the Company and such holders. The fees and expenses of any such determination made by any and all such independent investment banking firms shall be paid by the Company. If there is more than one holder of Warrants, and/or Warrant Shares entitled to a determination of Fair Value in any particular instance, each action to be taken by the holders of such Warrants and/or Warrant Shares under this Section shall be taken by a majority in interest of such holders and the action taken by such majority (including as to any mutual agreement with the Company with respect to Fair Value and as to any selection of investment banking firms) shall be binding upon all such holders. In the case of a determination of the Fair Value per share of Common Stock, the 3 Company and such holders shall not take into consideration, and shall instruct all such investment banking firms not to take into consideration, any premium for shares representing control of the Company, any discount for any minority interest therein or any restrictions on transfer under applicable federal and state securities laws or otherwise. View More

Fair Value. The term "Fair Value" of a share of Common Stock shall mean (i) if the Common Stock is not traded on a national securities exchange or "over the counter," the fair value, as determined in good faith by the Board using any reasonable valuation method without application of a discount to reflect liquidity; (ii) if the Common Stock is traded on a national securities exchange, the closing price for such stock on the day immediately preceding the date of determination or if there is no closing price... on such date, the last preceding closing price, or (iii) if the Common Stock is traded "over-the-counter," the closing price on the business day immediately preceding the date of determination, or if a closing price is not available, the average of the highest bid and the lowest offer reported on the business day immediately preceding the date of determination. View More

Fair Value. Shall mean the fair market value per share of Common Stock, as agreed to by the Company and any Stockholder transferring his shares pursuant to Sections 3.2, 4.1 or 4.2 hereof or, in the absence of such an agreement, as determined by the Board in accordance herewith. At least once per fiscal year the Board shall establish the Fair Value based on the following factors: (a) the financial condition of the Company and any anticipated changes therein; (b) economic and market conditions relating to... the musical instrument industry and general economic conditions in the domestic and applicable international markets; (c) the price/earnings and cash flow multiples of comparable public and private companies to the extent such information is available; (d) the lack of a public market for the Common Stock; (e) the results of any recent appraisal of the Company performed by an independent investment banker, valuation firm, expert consultant or independent public accounting firm (a "Valuation Expert") retained at the direction of the Board and (f) such other factors as the Board deems pertinent. Such determination shall be binding and conclusive on the Company and each Stockholder, absent bad faith or gross negligence by or on behalf of the Board. No deduction in the calculation of Fair Value shall be made to reflect the fact that any shares of Common Stock constitute a minority interest in the Company. View More

Fair Value. Means as applied to any property, the fair value of such property, as determined by the General Partner.

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