Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Article V, such determination may be challenged in good faith by holders holding a majority of the outstanding Warrants (the "Majority Holders"), and any dispute shall be resolved by an investment banking firm of national standing selected by the Company. The fee of such investment banking firm shall be paid by the Company, unless such fair market value as determined by the investment banking firm is more than 95% of the fair market value determined by the Board of Directors of the Company, in which case the challenging holders shall be jointly and severally liable for such fee.
Challenge to Good Faith Determination. Whenever the Board shall be required to make a determination in good faith of the Current Market Value of any item under Section 4, such determination may be challenged in good faith by the Majority Holders.
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company is required to make a determination in good faith of the fair market value of this Warrant or the Warrant Shares under this SECTION 4, such determination may be challenged or disputed by the Holder. If the Holder wishes to challenge or dispute any such fair market value determination, it shall furnish written notice to the Company of its intention to challenge the same. If the Company and the Holder cannot resolve the dispute between or among themselves, then such dispute shall be submitted for final determination to an investment banking or accounting firm pursuant to the valuation procedures set forth in clause (ii) under the definition of Fair Market Value. The Company shall bear all fees, costs and expenses incurred by the Company and the Holder in connection with the determination of the Fair Market Value of this Warrant or the Warrant Shares, and any challenge or dispute thereof, including, without limitation, all fees and expenses of any investment banking, valuation or accounting firm(s) engaged by the Company or the Holder and of attorneys in connection with such calculation; PROVIDED, HOWEVER, that the Holder shall bear all such fees, costs and expenses if, after the Holder challenges or disputes any fair market value determination by the Board of Directors of the Company, the difference between (a) the fair market value determined pursuant to the valuation procedures set forth in clause (ii) under the definition of Fair Market Value and (b) the fair market value determined by the Holder, is less than five percent (5.0%) of the fair market value determined by the Board of Directors of the Company.
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company is required to make a determination in good faith of the fair market value of this Warrant or the Warrant Shares under this SECTION 4, such determination may be challenged or disputed by the Holder (or if the Warrant has been divided up, the Holders of Warrants exercisable for more than fifty percent (50%) of the aggregate number of Warrant Shares then issuable upon exercise of all of the then exercisable Warrants). If the Holder (or such Holders, as the case may be) wishes to challenge or dispute any such fair market value determination, it (or they) shall furnish written notice to the Company of its (or their) intention to challenge the same. If the Company and the Holder (or such Holders, as the case may be) cannot resolve the dispute between or among themselves, then such dispute shall be submitted for final determination to an investment banking or accounting firm of recognized national standing pursuant to the valuation procedures set forth in clause (ii) under the definition of Fair Market Value. The Company shall bear any and all fees, costs and expenses incurred by the Company and the Holder (or such Holders, as the case may be) in connection with such dispute and determination, including, without limitation, fees and expenses of any investment banking, valuation or accounting firm(s) engaged by the Company or the Holder (or Holders, as the case may be) and of attorneys in connection with such dispute and determination.
Challenge to Good Faith Determination. Whenever the Board of Directors is required or permitted to make a determination of fair market value under this Warrant, the Holder may challenge or dispute such determination. If the Holder wishes to challenge or dispute any such fair market value determination, it shall furnish written notice to the Company of its intention to do so. If the Company and the Holder cannot resolve the dispute between or among themselves, then such dispute shall be submitted for final determination to an independent certified public accounting firm pursuant to the procedures set forth in the last paragraph of the definition of Fair Market Value. All fees, costs and expenses incurred by the Company and the Holder in connection with any such determination, and any challenge or dispute thereof, shall be paid by the Company; provided, however, that the Company and the Holder shall share equally all such fees, costs and expenses if, after the Holder delivers a Dispute Notice to the Company, the difference between (a) the fair market value as determined pursuant to the procedures set forth in the last paragraph of the definition of Fair Market Value and (b) fair market value as determined by the Board of Directors is less than five percent (5.0%) of the fair market value determined by the Board of Directors.
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and if, upon the expiration of 20 Business Days, the Holder and the Company fail to agree as to such fair value, after reasonable, good faith negotiation, any dispute shall be resolved by an investment banking firm selected by the Company and reasonably acceptable to such Holder (or, if more than one Warrant is outstanding, to holders of a majority of Warrant Stock issuable upon exercise of the Warrants). The Company shall bear 80%, and the Holder shall bear 20%, of the cost of such firm.
Challenge to Good Faith Determination. Whenever the Board is required to make a determination in good faith of the fair market value of any item under this Section 4, the Majority Holders may challenge such determination in good faith, and an Independent Financial Expert chosen by both parties shall resolve any such dispute. If the parties cannot agree on an Independent Financial Expert, then the Majority Holders and the Company shall each choose one Independent Financial Expert, and the respective chosen Independent Financial Experts shall agree on another Independent Financial Expert that shall make the determination. The costs of all such Independent Financial Experts shall be paid by the Company.
Challenge to Good Faith Determination. Whenever the Board shall be required to make a determination in good faith of the Fair Value of any item under this Article 3, the Majority Holders may challenge such determination in good faith by notifying the Board in writing of the Majority Holders' determination of the Fair Value of such item. Any such dispute shall be resolved by an Independent Investment Banking Firm selected by the Majority Holders and reasonably acceptable to the Company. The expenses of any challenge made by the Majority Holders hereunder to be paid by the Company shall be the amount obtained by multiplying (a) the aggregate amount of such expenses and (b) the percentage up to 100% obtained by dividing (i) the difference between the Fair Value determined by the Independent Investment Banking Firm and the Fair Value claimed by the Company by (ii) the difference between the Fair Value claimed by the Majority Holders and the Fair Value claimed by the Company. Any remaining amounts will be paid by the Majority Holders.
Challenge to Good Faith Determination. Whenever the Board shall be required to make a determination in good faith of the Fair Value of any item under this Article 3 or any determination is provided for in the last paragraph of Section 3.3, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an Independent Investment Banking Firm selected by the Company and reasonably acceptable to the Holder. The expenses of any challenge made by the Holder hereunder shall be borne by the Company only if challenge is successful, otherwise such expenses shall be borne by the Holder.
