Determination of Call Price. Subject to the following provisions of this Section 2.3, the “Call Price” with respect to Call Options (A), (B), (C), (D), (E), and (F) shall be equal to $.001 multiplied by the number of shares of Company stock subject to the Warrants being sold, not to exceed $10,000.
Determination of Call Price. The "Call Price" shall be the price of the Call Shares on the Call Exercise Date determined as set forth in this Section 8(b). The Holder and BCSG shall seek to reach agreement on the fair market value of the Call Shares for a period of up to 30 days after the Call Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Call Price". For purposes of this Agreement, the fair market value of the Call Shares will be their pro rata portion of the fair market value of all of the shares of Common Stock outstanding (on a fully diluted basis). If the Holder and BCSG are unable to reach agreement within such 30-day period, the Holder and BCSG shall seek for an additional 15 days to reach agreement on an Investment Bank to determine the fair market value of the Call Shares on the Call Exercise Date. If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares on the Call Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares (as provided above) and submit its report to each of the parties. If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Call Price" shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Call Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any eve...
Determination of Call Price. (a) The Calling Party and the Holder shall use their respective best efforts during the 30-day period commencing 30 days after the Call Notice is given to mutually agree on the purchase price to be paid for the Warrant (such agreed upon price, the “Call Price”). If the Calling Party and the Holder fail to reach an agreement on the Call Price within such 30-day period, then the Call Notice will be deemed to have been terminated on such date and neither the Calling Party nor the Holder shall be liable for the failure to consummate the Call Closing. Subject to compliance with the procedures set forth in this Section 6, following the failure to consummate a Call Closing, the Calling Party shall not be prohibited from exercising the Call Option at a later date.
Determination of Call Price. Upon delivery of a Call Notice to the Optionholders, the Optionholders and Xxxx NAOC shall endeavor in good faith to promptly determine the applicable Call Price. If the Optionholders and Xxxx NAOC cannot agree on the applicable Call Price within 10 days after the delivery of the Call Notice, as the case may be, they will, as soon as practicable, select an Arbiter to determine the applicable Call Price. If the Optionholders and Xxxx NAOC cannot agree on an Arbiter within 12 days after delivery of the Call Notice, the Optionholders and Xxxx NAOC shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 15 days after delivery of the Call Notice, a third Arbiter to determine the Call Price. The Optionholders and Xxxx NAOC shall instruct the selected Arbiter to determine the Call Price within 30 days after delivery of the Call Notice. The determination of the Call Price by such selected Arbiter shall be final, binding and conclusive, absent manifest error; provided, that following the determination of the Call Price, Xxxx NAOC can withdraw its Xxxx Demand Request and the Call Option by written notice to the Optionholders within 10 days after the determination of the Call Price (a "Xxxx Demand Withdrawal"). Xxxx NAOC and the Company shall bear all fees, costs and expenses of the Arbiters engaged pursuant to this Section 4.5 in proportion to Xxxx NAOC's Percentage Interest relative to the Optionholders' aggregate Percentage Interest.
Determination of Call Price. For the purposes of this Section 3, --------------------------- the Call Price per share of Common Stock as of the date specified in the Call Notice given pursuant to Section 3.1 or 3.2 (the "CALL PRICE") shall be equal to the Repurchase Price as of such date.
Determination of Call Price. For the purposes of this ARTICLE VIII, the Call Price per share of Common Stock as of a date specified herein (the "Call Price") shall be equal to the Repurchase Price as of such date.
Determination of Call Price. The Call Price shall be in an amount equal to the greater of (i) the fair market value of the Investor Member’s Interest, or (ii) the amount necessary for the Investor Member to achieve the Target IRR. The fair market value of the Investor Member’s Interest shall be determined by the Managing Member. If the Call Option is being exercised prior to the Flip Date, the fair market value of the Investor Member’s Interest shall be determined assuming that the Flip Date has occurred. If the Investor Member disagrees with the determination by the Managing Member, the fair market value of the Investor Member’s Interest shall be determined by one or more independent appraisers, to be selected as follows: As soon as practicable and in any event within fifteen (15) days following the delivery by the Managing Member of the Purchase Notice to the Investor Member, the Managing Member and the Investor Member shall select an independent appraiser. In the event the parties are unable to agree upon an independent appraiser within such fifteen (15) day period, the Managing Member and the Investor Member each shall select an independent appraiser. If the difference between the two appraisals is within ten percent (10%) of the lower of the two appraisals, the fair market value shall be the average of the two (2) appraisals. If the difference between the two (2) appraisals is greater than ten percent (10%) of the lower of the two (2) appraisals, then the two appraisers shall jointly select a third appraiser whose determination of fair market value shall be deemed to be binding on all parties. The Managing Member shall pay the cost of any appraiser(s) selected pursuant to this Section 9.06(d), as well as any transfer taxes or other closing costs attributable to the exercise of the Call Option.
Determination of Call Price. Upon delivery of a Call Notice to the Optionholders, the Optionholders and Lxxx NAOC shall endeavor in good faith to promptly determine the applicable Call Price. If the Optionholders and Lxxx NAOC cannot agree on the applicable Call Price within 10 days after the delivery of the Call Notice, as the case may be, they will, as soon as practicable, select an Arbiter to determine the applicable Call Price. If the Optionholders and Lxxx NAOC cannot agree on an Arbiter within 12 days after delivery of the Call Notice, the Optionholders and Lxxx NAOC shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 15 days after delivery of the Call Notice, a third Arbiter to determine the
Determination of Call Price. Upon delivery of the Call Notice, the Company and the Holder shall promptly (and in any event within 10 days after the delivery of the Call Notice) meet for the purpose of calculating the Call Price. Promptly upon determination of the Call Price and in no event less than 15 days prior to the date of the Call Closing, the Company will notify the Holder of the Underlying Warrant Equity of the Call Price.
Determination of Call Price. If Optionee's employment with the Company is terminated for Cause within five (5) years of the Grant Date, the Call Price shall be the lesser of the Exercise Price or the Fair Market Value. In all other circumstances, the Call Price shall equal the Fair Market Value. As used herein, "Fair Market Value" of any Option Share means the fair market value of a share of Common Stock (on a fully diluted basis) as of the last day of the most recent fiscal quarter for which financial information is available, as determined in good faith by the Committee. In making such determination, the Committee may take into account factors that it, in good faith, deems relevant to such valuation, including the absence of a trading market, the minority status of the Option Shares, and such other facts and circumstances deemed material to the value of the Option Shares in the hands of Optionee. Optionee may confer with the independent auditors retained by the Company with respect to the reasonableness of the Call Price as determined by the Committee.
