Common use of Adjustments; Selection of Independent Investment Banking Firm Clause in Contracts

Adjustments; Selection of Independent Investment Banking Firm. Purchaser shall be responsible for the effectuation and calculation of any adjustment pursuant to Article VI hereof and shall furnish Seller notice of any such adjustment and shall provide Seller reasonable opportunity to review the calculations pertaining to any such adjustment. If, pursuant to the terms and conditions hereof, the Administrator shall be required to retain a nationally recognized independent investment banking firm for any purpose provided herein, such nationally recognized independent investment banking firm shall be selected and retained by the Administrator only after consultation with Seller; provided, however, that Seller shall be deemed to have waived his right to consult if Seller fails to consult within five Business Days of notice being sent by the Administrator to Seller seeking consultation. Purchaser may delegate the effectuation and calculation of any such adjustments to its Administrator.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Herbalife International Inc), Forward Purchase Agreement (Decs Trust Vi)

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Adjustments; Selection of Independent Investment Banking Firm. Purchaser shall be responsible for the effectuation and calculation of any adjustment pursuant to Article VI hereof and shall furnish Seller notice of any such adjustment and shall provide Seller reasonable opportunity to review the calculations pertaining to any such adjustment. If, pursuant to the terms and conditions hereof, the Administrator shall be required to retain a nationally recognized independent investment banking firm for any purpose provided herein, such nationally recognized independent investment banking firm shall be selected and retained by the Administrator only after consultation with Seller; providedPROVIDED, howeverHOWEVER, that Seller shall be deemed to have waived his right to consult if Seller fails to consult within five Business Days of notice being sent by the Administrator to Seller seeking consultation. Purchaser may delegate the effectuation and calculation of any such adjustments to its Administrator.

Appears in 1 contract

Samples: Forward Purchase Agreement (Decs Trust Ix)

Adjustments; Selection of Independent Investment Banking Firm. Purchaser shall be responsible for the effectuation and calculation of any adjustment pursuant to Article VI hereof and shall furnish Seller notice of any such adjustment and shall provide Seller reasonable opportunity to review the calculations pertaining to any such adjustment. If, pursuant to the terms and conditions hereof, the Administrator shall be required to retain a nationally recognized independent investment banking firm for any purpose provided herein, such nationally recognized independent investment banking firm shall be selected and retained by the Administrator only after consultation with Seller; provided, however, that Seller shall be deemed to have waived his its right to consult if Seller fails to consult within five Business Days of notice being sent by the Administrator to Seller seeking consultation. Purchaser may delegate the effectuation and calculation of any such adjustments to its Administrator.

Appears in 1 contract

Samples: Forward Purchase Agreement (Decs Trust Iv)

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Adjustments; Selection of Independent Investment Banking Firm. Purchaser shall be responsible for the effectuation and calculation of any adjustment pursuant to Article VI hereof and shall furnish Seller notice of any such adjustment and shall provide Seller reasonable opportunity to review the calculations pertaining to any such adjustment. If, pursuant to the terms and conditions hereof, the Administrator shall be required to retain a nationally recognized independent U.S. investment banking firm for any purpose provided herein, such nationally recognized independent U.S. investment banking firm shall be selected and retained by the Administrator only after consultation with Seller; provided, however, that Seller shall be deemed to have waived his its right to consult if Seller fails to consult within five Business Days of notice being sent by the Administrator to Seller seeking consultation. Purchaser may delegate the effectuation and calculation of any such adjustments to its Administrator.

Appears in 1 contract

Samples: Forward Purchase Agreement (Decs Trust Ii)

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