Common use of Determination of Price Clause in Contracts

Determination of Price. Within 30 days after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each determine its initial view as to the fair value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each have determined its final view as to the fair value per Share. At that point, if the difference between the Higher Appraised Amount (as defined below) and the Lower Appraised Amount (as defined below) is not greater than 10% of the Higher Appraised Amount, the price per Share (the "Price") will be the average of those two views. Otherwise, the Paraxxxxxx Xxxraiser and the Investor Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing that does not Beneficially Own (excluding securities held on behalf of third parties) a material amount of the securities of Paraxxxxxx (xxe "Mutually Designated Appraiser") to determine such fair value. The Mutually Designated Appraiser will, no later than the 60th day after the Initiation Date, determine such fair value (the "Mutually Appraised Amount"), and the Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, or (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, that if the Price so determined is less than the Lower Appraised Amount or more than the Higher Appraised Amount, the Price shall be the Lower Appraised Amount or the Higher Appraised Amount, as the case may be. During such 60 day period, Paraxxxxxx xxxl not, subject to fiduciary duties and applicable law, enter into or recommend to its shareholders any other Acquisition Proposal.

Determination of Price. Within Following the giving and receipt of an Offer, SMHG and Salient Partners shall have a period of 30 days to arrive at a mutually agreeable price for the interest in the Newco Group. If SMHG and Salient Partners cannot agree on a price within such 30-day period, within 10 Business Days after the Initiation Dateend of the 30-day period SMHG and Salient Partners shall each select an independent appraiser nationally recognized as qualified to appraise businesses in the financial services industry, each of whom shall deliver its appraisal of the Fair Market Value (as hereinafter defined) to an independent person (to be agreed by SMHG and Salient Partners) within 20 Business Days of its selection as an appraiser. If the higher appraisal is more than 20% greater than the lower appraisal, the Paraxxxxxx Xxxraiser independent person shall notify SMHG and Salient Partners and each appraiser of that fact (but not of the Investor Appraiser will each determine amounts). In such a case, the two appraisers shall within 10 Business Days of such notification from the independent person agree on a third independent appraiser nationally recognized as qualified to appraise businesses in the financial services industry, who shall deliver its initial view as appraisal of Fair Market Value to the fair value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each have determined its final view as to the fair value per Share. At that point, if the difference between the Higher Appraised Amount (as defined below) and the Lower Appraised Amount (as defined below) is not greater than 10% independent person within 20 Business Days of the Higher Appraised Amount, the price per Share (the "Price") will be the average selection of those two views. Otherwise, the Paraxxxxxx Xxxraiser and the Investor Appraiser will agree upon and jointly designate a such third investment banking firm of recognized national standing that does not Beneficially Own (excluding securities held on behalf of third parties) a material amount of the securities of Paraxxxxxx (xxe "Mutually Designated Appraiser") to determine such fair value. The Mutually Designated Appraiser will, no later than the 60th day after the Initiation Date, determine such fair value (the "Mutually Appraised Amount")appraiser, and the Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, or (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, that if the Price so determined is less than the Lower Appraised Amount or more than the Higher Appraised Amount, the Price Fair Market Value shall be the Lower Appraised Amount or median of the Higher Appraised Amountthree appraisals. If the higher of the first two appraisals is not more than 20% greater than the lower of the first two appraisals, as Fair Market Value shall be the case may bearithmetic mean of the first two appraisals and there shall not be any third appraisal. During such 60 day period, Paraxxxxxx xxxl not, subject The independent person shall promptly give written notice of Fair Market Value to fiduciary duties SMHG and applicable law, enter into or recommend to its shareholders any other Acquisition ProposalSalient Partners.

Determination of Price. Within 30 days after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each determine its initial view as to the fair value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each have determined its final view as to the fair value per Share. At that point, if the difference between the Higher Appraised Amount (as defined below) and the Lower Appraised Amount (as defined below) is not greater than 10l0% of the Higher Appraised Amount, the price per Share (the "PricePRICE") will be the average of those two views. Otherwise, the Paraxxxxxx Xxxraiser and the Investor Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing that does not Beneficially Own (excluding securities held on behalf of third parties) a material amount of the securities of Paraxxxxxx (xxe "Mutually Designated AppraiserMUTUALLY DESIGNATED APPRAISER") to determine such fair value. The Mutually Designated Appraiser will, no later than the 60th day after the Initiation Date, determine such fair value (the "Mutually Appraised AmountMUTUALLY APPRAISED AMOUNT"), and the Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, or (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, that if the Price so determined is less than the Lower Appraised Amount or more than the Higher Appraised Amount, the Price shall be the Lower Appraised Amount or the Higher Appraised Amount, as the case may be. During such 60 day period, Paraxxxxxx xxxl not, subject to fiduciary duties and applicable law, enter into or recommend to its shareholders any other Acquisition Proposal.

Determination of Price. Within 30 days after In the Initiation Date, event that the Paraxxxxxx Xxxraiser and the Investor Appraiser will each determine its initial view as to the fair value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Paraxxxxxx Xxxraiser and the Investor Appraiser will each have determined its final view as to the fair value per Share. At that point, if the difference between the Higher Appraised Amount (as defined below) and the Lower Appraised Amount (as defined below) is not greater than 10% of the Higher Appraised Amount, the price per Share (the "Price") will be the average of those two views. Otherwise, the Paraxxxxxx Xxxraiser and the Investor Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing that does not Beneficially Own (excluding securities held on behalf of third parties) a material amount of the securities of Paraxxxxxx (xxe "Mutually Designated Appraiser") to determine such fair value. The Mutually Designated Appraiser will, no later than the 60th day after the Initiation Date, determine such fair value (the "Mutually Appraised Amount"), and the Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, or (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, that if the Price so determined is less than the Lower Appraised Amount or more than the Higher Appraised AmountBuyer's Shares are publicly traded, the Price shall be determined by averaging the Lower Appraised Amount or closing price of the Higher Appraised AmountBuyer's Shares for the thirty (30) days prior to the put/call on them. If the Buyer's shares are not publicly traded, and if CBMI and APSH are able to reach mutual agreement as to the case may bePrice, then such agreed Price shall govern. During If CBMI and APSH cannot agree on a Price within fifteen (15) days after the Exercise Date, the Price shall be determined by an independent appraiser appointed by CBMI and APSH within thirty (30) days after the Exercise Date. If CBMI and APSH cannot agree on an appraiser within such 60 day period, Paraxxxxxx xxxl notthe Price shall be determined jointly by an independent appraiser appointed by CBMI and an independent appraiser appointed by APSH, subject each to fiduciary duties and applicable lawbe appointed within forty-five (45) days after the Exercise Date. If the two appraisers are unable to agree on a Price within forty-five (45) days after their appointment, enter into they shall (within 60 days after their appointment) select a third independent appraiser who shall determine (within 45 days after his or recommend her appointment) the Price by arriving at a valuation either equal to its shareholders any that determined by one of the initial two appraisers or intermediate between such two initial valuations. If the higher of the values determined by the initial two appraisers is not in excess of 115% of the value determined by the other Acquisition Proposalappraiser, or if the two initial appraisers are unable to agree upon a third appraiser, the appraisers shall be deemed to have agreed upon a Price equal to the average of the two determinations.