Determination of Fair Value. The determination of the appraiser shall be a final and binding determination of Fair Value. If such appraiser determines Fair Value to be 105% or more of the Fair Value determined by the Board, then the Company shall pay the cost of all such appraisers. If such appraiser determines the Fair Value to be less than 105% of the Fair Value determined by the Board, then the Participant shall pay the cost of all such appraisers.
Determination of Fair Value. For purposes of this Section 4, fair market value of a Share and of a Converted Warrant Share as of a particular date shall be determined as follows:
Determination of Fair Value. For purposes of Section 10.3, the “Fair Value” of the Bankrupt Member’s Interest shall be the amount such Member would receive if the assets of the Company were sold for their fair market value, the Company’s liabilities were paid in full, gain or loss from the sale was allocated in accordance with the applicable terms of this Agreement, and the sales proceeds were distributed in accordance with the applicable terms of this Agreement. For purposes of this Section 10.4, the “Fair Value” of the Company shall be determined, as of the effective date of the applicable Event of Bankruptcy, by the average of two independent appraisals conducted by state certified appraisers, with the first appraiser chosen by the purchasing Member(s), and the other to be chosen by the Bankrupt Member or its personal representative, as the case may be, within fifteen (15) days after the effective date of notice of the appointment of the first appraiser, provided that if the Bankrupt Member or its personal representative, as the case may be, fails to timely appoint the second appraiser, then the determination of the first appraiser of the Fair Value of the Company shall be binding on all interested Persons. In the event the Non-Bankrupt Member should exercise the option provided in Section 10.1 hereof, the Non-Bankrupt Member shall receive a credit towards the Fair Value of the Bankrupt Member’s Interest in the amount of the cost of such appraisal(s). Back to Table of Contents
Determination of Fair Value. The Fair Value of the --------------------------- Membership Interest of Chu or XxXxxxxxx for purposes hereof shall be determined as follows.
Determination of Fair Value. The “Fair Value” of a Membership Interest shall be the amount that would be distributable to the Member holding such interest in the event that the assets of the Company were sold for cash and the proceeds, net of liabilities, were distributed to the holders of all Membership Interests pursuant to this Agreement. In the event that the Fair Value of a Membership Interest is to be determined under this Agreement, the Managers shall select a qualified independent appraiser to make such determination, and the Managers shall make the books and records available to the appraiser for such purpose. The determination of Fair Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest.
Determination of Fair Value. Upon receipt of an Involuntary Transfer Notice, the party(s) to whom the Shares would be transferred (the "Transferee(s)") and the Remaining Shareholders shall attempt to mutually agree upon a fair market value. In the event the Transferee(s) and the Remaining Shareholder are unable, within 30 days of the date that the Remaining Shareholders received the Involuntary Transfer Notice (the "Involuntary Transfer Notice Date"), to mutually agree upon a fair market value of the Section 5 Shares, the Remaining Shareholders shall engage an appraiser, at the Remaining Shareholders's expense, to value the Shares of the Company ("First Appraisal"). The Remaining Shareholder shall forward such report within 60 days after the date of Involuntary Transfer Notice Date. If the Transferee disagrees with the determined value which such appraiser establishes, the Transferee shall be entitled to engage another appraiser within 30 days after receipt of the First Appraisal, at the Transferee's own expense, to value the Shares of the Company ("Second Appraisal"). If the First Appraisal is obtained and no Second Appraisal is obtained, the price per Share established pursuant to the First Appraisal shall be the Purchase Price. If a First Appraisal and a Second Appraisal are both obtained, the Purchase Price shall be the average of the price per Share established in the First Appraisal and the price per Share established in the Second Appraisal unless such Appraisals establish prices per Share which are different by more than ten percent (10%). If such Appraisals establish prices per Share which are different by more than ten percent (10%), then the two appraisers selected shall select a third appraiser (within 15 days after the Second Appraisal is obtained), who shall determine which of the First Appraisal and the Second Appraisal is the more reasonable (the "Selected Appraisal"). In such event, the Determined Value shall be equal to the price per Share established pursuant to the Selected Appraisal. The costs and expenses of the third appraiser shall be shared equally between the Remaining Shareholders and the Transferee(s). The determinations of the appraisers shall be final, binding and conclusive upon the Transferee(s), the Company and the Remaining Shareholders.
Determination of Fair Value. 10.1 The "
Determination of Fair Value. 16 11. Terms and Consequences of Transfers of Shares...................... 17 12.
Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3.
Determination of Fair Value. (a) Determination by expert
