By Independent Appraiser Sample Clauses

By Independent Appraiser. If a Super-Majority of the Board of ------------------------ Directors cannot agree upon a value within seven days from the date the Company determines to issue New Securities, Cornerstone and the Management shall jointly retain, within thirty days from the end of such seven day period, an independent broker, dealer or investment banker who shall be acceptable, in the exercise of its sole discretion, to each of the Management and Cornerstone (an "Independent Appraiser") for the purpose of determining the per share Fair Market Value of the outstanding shares of Common Stock. The Independent Appraiser shall determine a per share value based on the sale of the Company in its entirety or the registration of substantially all of the shares of capital stock of the Company. The Independent Appraiser shall (i) consider the valuations of comparable privately or publicly held Companies and (ii) consider the valuations of the Company in both a private sale scenario and an IPO scenerio and shall assign to each such scenerio relative weights based on its sole opinion of the suitability of an IPO (as such term is defined in the Purchase Agreement) for the Company (including the possibility that the Company is not suitable for an IPO) and the suitability of a private sale of the Company. Notwithstanding the foregoing, the Independent Appraiser shall base such Fair Market Value determination on its determination of the most appropriate methodology for valuing the Company. Upon its determination of Fair Market Value, the Independent Appraiser shall prepare and deliver to each of the Management and Cornerstone a report (the "Appraisal Report") stating its determination of the Fair Market Value and setting forth in reasonable detail the method by which the same was determined. As a condition to its selection, the Independent Appraiser shall submit the Appraisal Report within 30 business days after its appointment. Unless within five days after receipt of the Appraisal Report, the Management or Cornerstone (any such person being hereinafter referred to as the "Objecting Party" and the non-objecting party being hereinafter referred to as the "Non-Objecting Party") delivers a written notice to the Company stating that it objects to the Fair Market Value set forth in such Appraisal Report (such notice being hereinafter referred to as the "Objection Notice"), the Fair Market Value set forth therein shall be final and binding on all parties. The Objection Notice shall set forth in...
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Related to By Independent Appraiser

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Qualified Appraiser An appraiser, duly appointed by the Seller or the Originator, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation was not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfied the requirements of Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

  • Independent Engineer Contractor shall cooperate with Independent Engineer in the conduct of his or her duties in relation to the Project and the Work, including the duties listed in Attachment CC. No review, approval or disapproval by Independent Engineer shall serve to reduce or limit the liability of Contractor to Owner under this Agreement.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Performance Appraisal The employee's performance will be rated by his/her immediate excluded supervisor. The rater shall discuss the performance appraisal with the employee. The employee shall have the opportunity to provide his/her comments to be attached to the performance appraisal. The employee shall sign the performance appraisal and that signature shall only indicate that the employee has read the performance appraisal. A copy shall be provided the employee at this time.

  • Independent Evaluation Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, accounting, marketing, land, engineering, environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.

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