Appraisal of Non-Cash Consideration Sample Clauses

Appraisal of Non-Cash Consideration. If the purchase price to be paid by the Buyer includes consideration other than cash, the Company or the other Stockholders shall have the option of electing to have the cash equivalent value of the non-cash consideration determined by the Board in good faith or by a third party appraiser. If the Company or the other Stockholders elects to have the Board make such determination, such determination shall be made by a majority vote of disinterested directors of the Board pursuant to Delaware law. In the event the directors are unable to make such determination or the Company or the other Stockholders has elected to have the cash equivalent value of the non-cash consideration determined by a third party appraiser, the appraiser shall be mutually agreed upon by the Seller and the Company or the other Stockholders (the "Independent Appraiser"). In the event the Company or the other Stockholders, and the Seller are unable to so agree upon the selection of the Independent Appraiser, then the Company or the other Stockholders, and the Seller, shall each, within ten (10) days of the Company or the other Stockholders providing Seller with written notice that each shall select an appraiser, select an appraiser (the "Other Appraiser" and "Seller's Appraiser", respectively) who shall each be a qualified and impartial person with at least five (5) years of experience in appraising the type of matters which they are called on to appraise hereunder. The Other Appraiser and Seller's Appraiser shall jointly name a third appraiser (also referred to as the "Independent Appraiser") similarly qualified, within ten (10) days after their appointment. If the Other Appraiser and the Seller's Appraiser do not agree on the third appraiser within such ten (10) day period, the Company and the other Stockholders shall select the appraiser (also referred to as the "Independent Appraiser") within five (5) days of the expiration of said period, and said Independent Appraiser shall meet the qualification requirements described above. The Independent Appraiser shall within thirty (30) days after his or her selection, determine the cash equivalent value of the non-cash consideration described in the Transfer Notice, and shall determine such value as of the date the Transfer Notice was provided to the Company or the other Stockholders and shall forthwith give written notice of his or her determination to the applicable parties. The determination of such value shall be based upon the price that...
Sample 1
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Appraisal of Non-Cash Consideration. If the purchase price to be paid by a third party in connection with any Change of Control Event includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by a third party appraiser. The appraiser shall be mutually agreed upon by the Company and PracticeWorks (the "Appraiser"). In the event PracticeWorks and the Company are unable to so agree upon the selection of the Appraiser, then PracticeWorks and the Company, shall each, within ten (10) days of PracticeWorks providing the Company with written notice that each shall select an appraiser, select an appraiser ("PW's Appraiser" and "Company's Appraiser," respectively) who shall each be a qualified and impartial person with at least five (5) years of experience in appraising the type of matters which they are called on to appraise hereunder. PW's Appraiser and the Company's Appraiser shall jointly name a third (3rd) appraiser (also referred to as the "Appraiser") similarly qualified, within ten (10) days after their appointment. If PW's Appraiser and the Company's Appraiser do not agree on the third (3rd) appraiser within such ten (10) day period, the Company and PracticeWorks shall select the appraiser (also referred to as the "Appraiser") within five (5) days of the expiration of said period, and said Appraiser shall meet the qualification requirements described above. The Appraiser shall within thirty (30) days after his or her selection, determine the cash equivalent value of the non-cash consideration proposed to be paid by a third party in connection with a Change of Control Event, and shall determine such value as of the date the Change of Control Notice was provided to PracticeWorks and shall forthwith give written notice of his or her determination to the applicable parties. The determination of such value shall be based upon the price that a willing seller would accept and a willing buyer would pay, at arm's-length for the applicable non-cash consideration. Notwithstanding anything to the contrary contained herein, PracticeWorks and the Company may at any time agree in writing on the amount of the value of the non-cash consideration without utilizing the services of any appraisers. In the event PracticeWorks has elected a sale of the Securities under this Section 4 in which an appraisal shall be conducted pursuant to this Section 4.6, the Selling Stockholders and PracticeWorks shall each pay one-half (1/2) of all of the costs, expenses and ...
Sample 1

Related to Appraisal of Non-Cash Consideration

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Transaction Consideration The Transaction Consideration;

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

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