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:
(a) if such Share is then quoted on The American Stock Exchange, any other national securities exchange, Nasdaq, or the OTC Bulletin Board, the simple average of the closing sales prices as reported on such exchange or market for the ten (10) consecutive trading days prior to such date;
(b) if such share is publicly traded but is not quoted on The American Stock Exchange, any other national securities exchange, Nasdaq nor the OTC Bulletin Board, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.
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.
(a) In the event that (x) the Company desires to exercise the Call Right or (y) the Executive has informed the Company of its desire to exercise the Put Right, the Company shall provide the Executive with a notice (a “Repurchase Notice”) relating to such exercise no later than ten (10) business days prior to the date on which the repurchase of Class A Units is scheduled to take place. The Repurchase Notice shall, for the avoidance of doubt, include the number of Class A Units to be repurchased and the Fair Value of such Class A Units as determined in accordance with the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of the date hereof, by and among Holdings, the Executive and the other parties thereto (the “LLC Agreement”).
(b) If the Executive has an objection to the Fair Value as determined by the Board, the Executive shall deliver to the Company a statement setting forth his objection (an “Objection Statement”). If an Objection Statement is not delivered to the Company within fifteen (15) business days after delivery of the Repurchase Notice, the Fair Value as determined by the Board and reflected in the Repurchase Notice shall be final and binding on the Company and the Executive.
(c) In the event that the Executive delivers an Objection Statement, the Executive and the Company shall negotiate in good faith to resolve such dispute. If the Executive and the Company are unable to agree on the Fair Value within two (2) business days, the Company shall engage an investment bank or valuation firm with relevant experience to determine the Fair Value of the Class A Units at issue reasonably acceptable to the Company and the Executive; provided, however, that if the Executive and the Company are unable to agree on an investment bank or valuation firm within three (3) business days, the Company and the Member shall each engage an investment bank (neither of which shall have had a material business relationship with the Company in the twelve (12) month period prior to the date of such selection) and the two selected investment banks shall select a third investment bank (which shall not have had a material business relationship with the Company, the ACON Investor (as defined in the LLC Agreement) or any of their respect...
Determination of Fair Value. The Fair Value of the --------------------------- Membership Interest of Chu or XxXxxxxxx for purposes hereof shall be determined as follows.
(a) During the first eighteen (18) months after the date hereof, the Fair Value shall be determined by multiplying the Profit Percentage Interest of Chu or XxXxxxxxx as applicable by the total Capital Contributions to the Company of all of the Members from its inception to the date of the purchase of such interest.
(b) From and after the date that is eighteen (18) months after the date hereof, the Fair Value shall mean the price that an unaffiliated third party would be willing to pay for the Membership Interest of Chu or XxXxxxxxx, as applicable (the "Acquired Interest"), considering the value of the Company's business and assets at the time and its liabilities (with no minority discount applied). HPC and XxXxxxxxx or Chu, as applicable, shall attempt to agree on the Fair Value during the sixty (60) day period after the notification by HPC, on the one hand, or Chu or XxXxxxxxx, on the other, of its election to purchase or sell the Acquired Interest pursuant to Section 7.9.1 or 7.
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. 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).
Determination of Fair Value. 16 11. Terms and Consequences of Transfers of Shares...................... 17 12.
Determination of Fair Value. 17.1. Where the Fair Value of Shares and Loan Accounts, or the price of such Shares and Loan Accounts, or any Blyvoor Equity Interest Amount, as applicable, is required to be determined for any purpose under and in terms of this Agreement including, in terms of clause 11.2.1 as the such Fair Value, price or “Blyvoor Equity Interest Amount”, as applicable, shall be: (a) the amount agreed to between the relevant Parties within 10 (ten) Business Days of the date on which a Party requests a determination of such amount or, failing agreement, (b) the amount determined by the auditors of the Company, or such other independent expert as may be appointed in terms of clause 17.2 (the “Expert”).
Determination of Fair Value. Fair Value shall be --------------------------- determined by agreement of X-X and CTC, or upon their failure to agree, by an independent valuation service selected by CTC and X-X (or selected by their respective independent accountants, if CTC and X-X are unable to agree on such selection). The determination of the firm so acting (the "Independent Valuation Firm") shall be made in accordance with the principles employed for the valuation of companies in similar lines of business at the time of valuation, and such principles shall be clearly articulated in the report of the Independent Valuation Firm setting forth the Fair Value determination (the "Valuation Report"). A preliminary version of the Valuation Report shall be furnished to CTC and X-X, each of whom within 30 days of receipt thereof shall furnish to the Independent Valuation Firm and to the other party any comments or suggestions with respect to the determination or the principles set forth therein. The Independent Valuation Firm shall consider all such comments and suggestions and shall thereupon issue the definitive Valuation Report, which shall be the final determination of Fair Value and binding upon the parties hereto. The fees and expenses of the Independent Valuation Firm shall be borne equally by CTC and X-X, and all other expenses associated with the determination contemplated hereby shall be borne by the party incurring the same.
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.
