Buy-Out Price Sample Clauses

Buy-Out Price. For purposes of this Operating Agreement, Members who voluntarily withdraw pursuant to Section 4.05 or Members who have died shall be individually referred to as “Former Member” and collectively referred to as “Former Members”. The Buy-Out Price to be paid to Former Members shall be the fair market value of a Member’s interest. The fair market value shall be determined by agreement between the Former Member or, in the case of a Member’s death, the personal representative, executor or other appointed person who has the primary authority and duty to administer the Former Member’s estate whether such appointment was made by the Former Member via estate planning documents or by a probate court (the representative appointed by the Member or appointed by probate court shall be referred to herein as “Legal Representative”). If the Former Member, or the Legal Representative, as the case may be, and the Company cannot agree on the fair market value of the Former Member’s Units within fourteen (14) days, the fair market value of such Units shall be determined by appraisal. The Company and the Former Member, or Legal Representative, as the case may be, shall each choose one appraiser no later than ten (10) days after the 14-day timeframe has expired and the parties have failed to reach Restated Agreement. The two appraisers so chosen shall chose a third appraiser within ten (10) days. Thereafter, but no later than thirty (30) days after selecting the third appraiser, all three appraisers shall meet and confer until at least two of the appraisers agree on an appraised value of the Former Member’s Units. The decision of a majority of the appraisers as to the fair market value of such Membership Units shall be binding and may be enforced by legal proceedings. The Former Member or his/her estate and the Company shall each compensate the appraiser appointed by him/her/it and the compensation of the third appraiser shall be borne equally by such parties.
Sample 1See All (4)
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Buy-Out Price. On such date as the Senior Mortgagee may notify to the Junior Mortgagee, falling not less than 10 business days after the date on which the Junior Mortgagee served its exercise notice, the Junior Mortgagee shall pay to the Senior Mortgagee an amount equal to the aggregate of: (a) the amount of Senior Liabilities (including, without limitation, funding break costs payable by the Owner under the Senior Loan Agreement); and (b) the amount of all legal and other expenses incurred by the Senior Mortgagee in connection with the exercise of the Junior Mortgagee’s option under this Clause 7; in each case, as certified by the Senior Mortgagee, against delivery to the Junior Mortgagee of an assignment by the Senior Mortgagee, on an entirely non-recourse basis and without any express or implied covenant, warranty or representation, of such rights as the Senior Mortgagee then has under the Senior Mortgage Documents.
Sample 1Sample 2
Buy-Out Price. The aggregate purchase price payable for the acquisition of the Subject Member’s Interest (or portion thereof) pursuant to the exercise of the Buyout Rights (the “Buyout Price”) shall be based on: i) the initial capital investment; plus ii) the capital account of the member (positive or negative); and iii) the debt or profit of the entity for the current fiscal year; and iv) the distributions made over the past fiscal year of the entity. 1
Sample 1
Buy-Out Price upon Termination by the LGU (a) If the LGU terminates this Agreement pursuant to Section 16.1 (Termination due to an Event of Default) due to a Company Event of Default and exercises its option pursuant to Section 16.1.2(a), then the LGU shall purchase all of THE Company’s rights, title, and interest in the Facilities and the Project for a price equal to Buy-Out Price A. (b) If the LGU terminates this Agreement pursuant to Section 16.2.2 (Termination by the LGU), then the LGU shall purchase all of the Company’s rights, title, and interest in the Facilities and the Project for a price equal to (i) Buy-Out Price B if such termination occurs prior to the Operations Start Date, or (ii) Buy-Out Price C if such termination occurs on or after the Operations Start Date. Termination at end of []th Anniversary of Provisional Operations Start Date If the Termination Date occurs pursuant to Section 3.2(d) of the Agreement, the Company shall transfer the Facilities and the Project to the LGU at no cost to the LGU.
Sample 1
Buy-Out Price. How is the price to be determined upon the occurrence of a buy-out? The price might be established by an appraisal, by an agreed formula or by an agreed value which is set out in the buy-sell agreement and is reviewed and adjusted by the owners on a regular basis. The IRS reviews prices in buy-sell agreements involving family members with special strict standards. In determining tax consequences, the IRS can ignore the buy-out price in a family business buy-out agreement unless the business can show that the price was determined in an “arms-length” manner which would have been agreed to by unrelated parties.
Sample 1
Buy-Out Price. Cursitor Alliance Revenues Base Price -------------------------- ---------- $ 0 - $34,190,774 $10,000,000 34,190,775 - 35,123,199 11,000,000 35,123,200 - 36,072,424 12,000,000 36,072,425 - 37,038,599 13,000,000 37,038,600 - 38,021,874 14,000,000 38,021,875 - 39,022,399 15,000,000 39,022,400 - 40,040,324 16,000,000 40,040,325 - 41,075,799 17,000,000 41,075,800 - 42,128,994 18,000,000 42,128,995 - 43,199,999 19,000,000 43,200,000 - 44,289,024 20,000,000 44,289,025 - 45,396,199 21,000,000 45,396,200 - 46,521,674 22,000,000 46,521,675 - 47,665,599 23,000,000 47,665,600 - 48,828,124 24,000,000 48,828,125 - 50,009,399 25,000,000 50,009,400 - 51,209,574 26,000,000 51,209,575 - 52,428,799 27,000,000 52,428,800 - 53,667,224 28,000,000 53,667,225 - 54,924,999 29,000,000 54,925,000 - 56,202,274 30,000,000 56,202,275 - 57,499,199 31,000,000 57,499,200 - 58,815,924 32,000,000 58,815,925 - 60,152,599 33,000,000 60,152,600 - 61,509,374 34,000,000 61,509,375 - 62,886,399 35,000,000 62,886,400 - 64,283,824 36,000,000 64,283,825 - or greater 37,000,000
Sample 1
Buy-Out Price. (a) The purchase price for the Seller's buying out of the Leasehold Interest is Three Million Dollars ($3,000,000) (the "Buy Out Price"
Sample 1
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Buy-Out Price. The “Buy-Out Price” shall equal the product of (i) the percentage of total Shares held by the transferring party(ies) and (ii) 5 multiplied by the “Cash Flow Value” (which is hereby defined as the average annual operating cash flow (EBIT) for the three fiscal years prior to the Buy-Out Date based on the audited consolidated financial statements of the Company), plus the net asset value of the Company (on a consolidated basis) on the Buy-Out Date (or minus the net liability value of Company (on a consolidated basis) on the Buy-Out Date, as the case may be).
Sample 1
Buy-Out Price. (a) The Buy-Out Price shall be calculated as unanimously agreed among the Managers (not including the withdrawing Member if a Manager) and the withdrawing Member or, if the parties are unable to agree, by an independent third party (the “Appraiser”) selected by the Managers (not including the withdrawing Member), which Appraiser shall have professional accounting valuation experience or other experience as the Managers (not including the withdrawing Member) determine appropriate. (b) The Appraiser shall calculate the Fair Market Value of the Company as a whole, then apply a 30% discount from the Fair Market Value of the Company as a whole for lack of marketability and a 13% discount for minority interest if the Units in question comprise 50% or less of the total outstanding Units, and then determine the withdrawing Member’s or Assignee’s portion of the resulting Buy-Out Price.111 Furthermore, the Appraiser will give no value to goodwill,112 trade names, or other intangible assets. (c) Upon the request of the withdrawing Member or Assignee, the Company shall (at the expense of the withdrawing Member or Assignee) obtain a second valuation by an independent third party (who must meet the selection criteria and must apply the marketability and minority interest discount established above). Thereafter, the two determinations of the Buy-Out Price shall be averaged and the resulting valuation shall be binding.
Sample 1

Related to Buy-Out Price

  • Adjustment of Purchase Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time as follows:

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Adjustments of Exercise Price and Number of Warrant Shares The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Adjustment of Warrant Price and Number of Shares The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Adjustments in Warrant Price Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

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