Determination of Put Price Sample Clauses

Determination of Put Price. The "Put Price" shall be the price of the Put Shares on the Employment Termination Date determined as set forth in this Section 7(b). In the event that a Put is exercised by Holder with respect to Shares without Holder first having exercised the Option with respect to such Shares, the Put Price for such Shares shall be equal to (i) the Put Price determined in accordance with this Section 7(b) minus (ii) the Exercise Price for such Shares. The Holder and BCSG shall seek to reach agreement on the fair market value of the Put Shares for a period of up to 30 days after the Put Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Put Price." For purposes of this Agreement, the fair market value of the Put Shares will be heir 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 Put Shares on the Put 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 Put Shares on the Put 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 Put Shares (as provided above) and submit its report to each of the parties (e.g., if Investment Bank X is assigned number 1 on the Holder's list and number 6 on BCSG's list and Investment Bank Y is assigned number 2 on BCSG's list and number 4 on the Holder's list, Investment Bank Y shall be retained to determine the Put Price). If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Put 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 list of both the Holder and BCSG, the Holder and BCSG ...

Determination of Put Price. The "Put Price" of each Xxxxxxx Share to be repurchased by the Corporation pursuant to the Put Notice shall be an amount equal to the "Fair Market Value" thereof as defined and determined in accordance with Section 2.02 hereof (with the "Effective Date" for purposes thereof being the Exercise Date), plus interest from the Exercise Date at the National Prime Rate. The Put Price for any Shares to be purchased pursuant to the Put, shall be increased or decreased appropriately, without duplication, to reflect any distribution of shares of Common Stock or other securities of the Corporation or any successor or assign of the Corporation which is made in respect of, in exchange for or in substitution of such Shares by reason of any stock dividend, stock split, reverse split, recapitalization, reclassification, combination, merger, exchange or consolidation. Xxxxxxx shall have the right, upon request, to have an internal determination of Fair Market Value made by the Corporation's Board of Directors, which right may not be exercised more frequently than annually (it being understood that any such determination shall be binding only as of the date such determination is made).

Determination of Put Price. Notwithstanding anything in this Agreement to the contrary, the price (the “Put Price”) of each of the Units to be sold to the Put Buyer pursuant to the exercise of a Put Option during an applicable Option Period shall be the Fair Market Value of such Units determined solely pursuant to Section 9.1 (and Section 9.3 shall not apply) unless, during such Option Period, the Put Holders exercise, in the aggregate, Put Options with respect to at least 25% of the Put Units held by all Put Holders as of the Effective Date, in which case the Put Price shall be the Fair Market Value of such Units and the provisions of Section 9.3.2 shall apply, mutatis mutandis, to the determination of such Fair Market Value in the event a Put Holder in good faith disagrees with the Board’s determination of such Fair Market Value.

Determination of Put Price. The consideration to be paid to the Purchaser upon exercise of the Put Option (the "Put Price") shall be equal to: (i) the product of five percent (5%) of the Excess Value, at the time of Change of Control, should such Change of Control occur prior to the second anniversary of the Date of Grant, multiplied by six-sixteenths (6/16); (ii) the product of ten percent (10%) of the Excess Value, at the time of Change of Control, should such Change of Control occur subsequent to the second and prior to the third anniversary of the Date of Grant, multiplied by six-sixteenths (6/16); (iii) the product of sixteen percent (16%) of the Excess Value, at the time of Change of Control, should such Change of Control occur subsequent to the third anniversary of the Date of Grant, multiplied by multiplied by six-sixteenths (6/16).

Determination of Put Price. The purchase price of the Put Securities specified in the Put Notice (the "PUT PRICE") will be the Market Value of such Put Securities, as determined by an independent investment bank, or accounting firm or other organization which is recognized for, and experienced in, valuing insurance agencies and brokers and similar financial services firms (the "INDEPENDENT EVALUATOR"), and which is, in any case, selected and mutually agreed upon by the Required Holder(s) and the Company (collectively, the "INTERESTED PARTIES"). In the event the Required Holder(s) or the Company propose an Independent Evaluator and the Interested Parties cannot agree on that or any other proposed Independent Evaluator within 30 days, the Required Holder(s) and the Company shall each hire an Independent Evaluator within 15 days thereafter. The cost of such Independent Evaluators shall be borne by the Company. The determination of the Market Value of such Put Securities by the Independent Evaluator shall be set forth within 45 days of its engagement in a written opinion addressed to the Board of Directors of the Company and to the holders of such Put Securities, and shall be final, conclusive and binding upon the Company and such holders. In the event that the Interested Parties hire two Independent Evaluators, the Market Value of such Put Securities shall be the average of the two values established unless there is a difference of more than 10%, in which case the Independent Evaluators shall select a third Independent Evaluator who shall establish a value within 30 days of such engagement and the Market Value of such Put Securities shall be the average of the two closest values established by the Independent Evaluators. In the event a third Independent Evaluator is hired, the cost of such evaluation shall be split evenly between the Company and the Required Holder(s).

Determination of Put Price. The "Put Price" of each share of Common Stock or Underlying Common Stock will be an amount equal to the quotient determined by dividing (i) 100% of the Fair Market Value, by (ii) the aggregate number of outstanding shares of the Company's Common Stock on a Fully Diluted Basis as of the Exercise Date; provided that the Put Price to be paid to a Holder of a Warrant, an option or any other right to acquire Common Stock shall be reduced by the exercise price of such Warrant, option or right. For purposes of this Agreement, "Fully Diluted Basis" shall include Common Stock acquirable upon exercise of conversion of warrants (including assuming the exercise of the Conditional Warrants at such time), stock options, convertible securities and similar rights to acquire Common Stock directly or indirectly, regardless of any legal or contractual restriction of such exercise, but shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the Put Price per share calculated including such Common Stock as outstanding. "Fair Market Value" means the aggregate fair market value of all of the common equity interests of the Company on a control premium basis assuming the sale of the Company as a going concern to a willing buyer on an orderly basis (and with sufficient time to market effectively such going concern and for a prospective buyer to inquire into the business, affairs and condition of the Company and to adequately arrange for the consummation of such purchase) on the Exercise Date (whether such sale takes the form of a sale of stock, a sale of assets, a merger or a consolidation), without any discount for minority interest or lack of liquidity. Fair Market Value shall also include the value of any additional consideration received by principal owners of the Company in connection with any transaction in excess of compensation at the time of such transaction, as a result of such Person's position as a principal owner, such as consulting or employment contracts. The Fair Market Value shall be determined by an appraisal performed at the Company's expense by any of (i) Houlihan, Lokey, Howaxx & Xukix, (xi) Duff & Xhelxx xx (iii) Willamette Management Associates, or any successor to such firms, as the Company shall elect (the "Appraiser"). The Appraiser will take into account any prior proposals or offers to purchase all or a portion of the outstanding Common Stock, regardless of whether such purch...

Determination of Put Price. The Put Price shall be in an amount equal to the greater of (i) fair market value of the Investor Member’s Interest, or (ii) $157,974 or (iii) 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 Put 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 Investor Member of the Purchase Notice to the Managing 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, at their own expense, 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 cost of the third appraiser shall be borne equally by the Investor Member and the Managing Member. The Investor Member shall pay any transfer taxes or other closing costs attributable to the exercise of the Put Option, except that each of the parties shall be responsible for their own legal and accounting expenses.

Determination of Put Price. Subject to Section 4.8 below, the "Put Price" for shares of the Preferred Stock, BofA Warrants or shares of Investor Stock held by FINOVA to be repurchased shall mean the sum of (a) the product of (i) the Ordinary Repurchase Price multiplied by (ii) the Repurchase Fraction, less (b) in the case of any BofA Warrants, the exercise price, if any, payable upon the exercise of such BofA Warrant.

Determination of Put Price. Upon the delivery of the Put Notice, the Company and the Holder shall promptly (and in any event within 10 Business Days after the delivery date or the Put Notice) meet for the purpose of calculating the Put Price. The Company will be obligated to purchase all the Holder’s Underlying Warrant Equity at a mutually agreeable time and place which will in no event be later than 90 days after the date of the delivery of the Put Notice (the “Put Closing”).

Determination of Put Price. If a Put Event occurs, the value of -------------------------- MasterCard's Membership Interest (the "Put Price") shall be determined as follows: (a) in the event of an IPO by the Company, or its successor after a Conversion, that is a Put Event, the Put Price shall be the initial IPO price per share, less Registration Expenses per share that would be payable by MasterCard pursuant to the Registration Rights Agreement of even date herewith if MasterCard were to sell its Put Equity in the IPO, including, but not limited to, any underwriters' commissions or discounts, all as reflected on the cover page of the final prospectus of the IPO, times the number of shares that MasterCard would have been entitled to receive for the Put Equity in the Conversion; and (b) in any other event, that is a Put Event, the Put Price shall be approved by MasterCard and GPS, or failing such approval shall be determined by an appraiser appointed by agreement between MasterCard and GPS. If there is no agreement upon a single appraiser within thirty (30) days after notice of the Put Event, the Put Price shall be determined by the majority vote of a board of three (3) appraisers, GPS appointing one (1) appraiser, MasterCard appointing one (1) appraiser and the two appointed appraisers appointing the third appraiser. If either of the two appraisers is not so appointed or if the two appraisers refuse or fail to appoint the third appraiser within thirty (30) days after notice of the Put Event, either MasterCard or GPS may request the American Arbitration Association to make the appointments in default in accordance with its rules then obtaining and the parties shall abide by any appointment so made. The appraisers shall determine the value of the Put Equity based on the fair market value of the Company on a stand alone basis without regard to the rights of any controlling person multiplied by the Percentage Ownership Interests in the Put Equity. The costs of the appraisal shall be borne equally by MasterCard and the Company. The Put Date shall be extended to such time after completion of the appraisal as MasterCard may reasonably designate. (c) MasterCard may withdraw a Put if the Put Price determined by the appraisal is not satisfactory to MasterCard.