Calculation of Put Price. In connection with the foregoing, as soon as possible following the Put Date, but in any event not later than thirty (30) days following the Put Date, the Parent shall furnish, or cause to be furnished, to the Exercising Lender its calculation of the Put Price under clause (i)(A) of Section 6.16(a), which shall be certified as true, correct and complete by the Parent’s Chief Financial Officer and which shall be accompanied by those financial and related statements, data and information used by the Parent in connection with such calculation. The Parent shall also furnish the Exercising Lender with such additional information that the Exercising Lender may reasonably request in connection with the Parent’s calculation of the Put Price. The Exercising Lender shall have the right to cause the Accounting Firm to review and verify the calculation of the Put Price, and the Parent shall provide such party with all documents and information necessary for such review and calculation. The reasonable fees and expenses of the Accounting Firm in connection with such review shall be paid by the Parent.
Calculation of Put Price. The “Put Price” shall be the amount Seller (and its Affiliate, if applicable) would receive if, as of the date of the Put Notice, (i) the Property and the operation thereof were sold at the Proposed Sales Price, (ii) the Company and the Sister Company had immediately paid all Company and Sister Company debts and liabilities (including all Financing), (iii) the Company and the Sister Company had paid all Imputed Closing Costs, (iv) the Company had distributed to Seller the net proceeds of such hypothetical sale allocated by the parties to the fee ownership of the Property and any other liquid assets of the Company in accordance with the provisions of Section 11.2(c) (without regard to any other costs of liquidation or the establishment of Reserves) and (v) the Sister Company had distributed to Seller (or its Affiliate) the net proceeds of such hypothetical sale allocated by the parties to the operations of the Property and any other liquid assets of the Sister Company in accordance with the provisions of Section 11.2 of the Sister Company LLC Agreement (without regard to any other costs of liquidation or the establishment of reserves under the Sister Company LLC Agreement). Any disputes as to the calculation of the Put Price shall be resolved by the Company’s Accountant (and if the Company’s Accountant is unable or unwilling to resolve such dispute, then by another reputable accounting firm Approved by the Members), the decision of which shall be final and conclusive. The Members agree to promptly provide the Company’s Accountant (or other reputable accounting firm Approved by the Members, if applicable) with all information necessary to resolve such dispute and shall instruct the firm to resolve such dispute as expeditiously as possible.
Calculation of Put Price. The Put Price for a Selling Shareholder's or Other Shareholder's Equity Interest shall be the greater of the amounts determined in accordance with paragraphs (i) and (ii) below:
Calculation of Put Price. After the final Public Company Trading Price has been determined by the Qualified Bank(s), the Put Price will be calculated. The “Put Price” will equal (i) the Public Company Trading Price if there is only one Qualified Bank, and (ii) the average of the two Public Company Trading Prices determined by the Qualified Banks if there are two Qualified Banks; provided, that in such event if the lower of the two Public Company Trading Prices is less than 2/3 of the higher of the two Public Company Trading Prices, then IAC may, at its election, initiate the Third Banker Process (described below), and the Put Price shall be calculated as described below. If the Third Banker Process is initiated, the Company will use all reasonable efforts to obtain a Public Company Trading Price estimate from a third Qualified Bank within 45 days, and make reasonable efforts to provide the third Qualified Bank with access to the same information and parties as provided to the initial two Qualified Banks, as described under “Determinations of Public Company Trading Price “ above. If the Third Banker Process is initiated, the Put Price will be calculated in the following manner: Put Price = (A + B + C)/3 Where: A = highest of the two closest Public Company Trading Prices determined by the three Qualified Banks (measured by the percentage the lower of two valuations represents of the higher); B = lowest of the two closest Public Company Trading Prices determined by the three Qualified Banks (measured by the percentage the lower of two valuations represents of the higher); and
Calculation of Put Price. The price per share to be paid to the Put Optionee at the Put Closing (the "Put Price") shall be the product of: consolidated earnings (excluding extraordinary, non-recurring or discretionary expenses, as determined in the good faith determination of the Board of Directors of the Company) before interest, taxes, depreciation and amortization calculated in accordance with GAAP consistently applied ("EBITDA") of the Company for the four (4) fiscal quarters immediately preceding the Put Notice times a multiple which, in light of generally recognized, then prevailing market and industry conditions, fairly reflects the value of the Company, minus the present value of the Company's funded debt, on a consolidated basis, at the date of calculation divided by the number of then issued and outstanding shares of Capital Stock. In calculating EBITDA, the EBITDA of the Company shall be deemed to include the full year EBITDA of any entity acquired by the Company or its subsidiaries during such four (4)
