Difference in Valuation Sample Clauses

Difference in Valuation. If the determination of the fair value by the Advisors under paragraph 2(b) differs and the higher value differs from the lower value by (a) not more than fifteen percent (15%) from the lower valuation, then the Fair Value shall be an amount equal to the average of both valuations and such amount shall be binding, final and enforceable on the Parties; or (b) more than fifteen percent (15%) from the lower valuation, then within fourteen (14) days after the expiry of the Determination Period, the Advisors selected by the Parties shall select and appoint a concluding Advisor (the “Concluding Advisor”) from the Panel. If the Advisors fail to select a Concluding Advisor within fourteen (14) days after the expiration of the Determination Period, such Concluding Advisor shall be selected by Company at its own expense from among the Panel.
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Difference in Valuation. If the determination of the fair value by the Appraisers under Section 4.2 differs and the higher value differs from the lower value by (a) not more than fifteen percent (15%) from the lower valuation, then the Option Price shall be an amount equal to the average of both valuations and such amount shall be binding, final and enforceable on the Parties; or (b) more than fifteen percent (15%) from the lower valuation, then within fourteen (14) days after the expiry of the Determination Period, the Appraisers selected by the Parties shall select and appoint a third Appraiser (the “Third Appraiser”) from the Approved Appraisers. If the Appraisers fail to select a Third Appraiser within fourteen (14) days after the expiration of the Determination Period, such Third Appraiser shall be selected by SFMT at its own expense from among the Approved Appraisers.
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Related to Difference in Valuation

  • Customs Valuation The Parties shall determine the customs value of goods traded between them in accordance with the provisions of Article VII of GATT 1994 and the Customs Valuation Agreement.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries.

  • Annual Valuation The Trust shall annually, at least 30 days prior to the anniversary date of establishment of the Fund, furnish to the Grantor and to the Agency a statement confirming the value of the Trust. Any securities in the Fund shall be valued at market value as of no more than 60 days prior to the anniversary date of establishment of the fund. The failure of the Grantor or the Agency to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the Agency shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to matters disclosed in the statement.

  • Bilingual Differential When formally assigned in the employee’s position description, an employee assigned to interpret to or from another language to English will receive a differential of five percent (5%) of base pay.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Shift Differential A. Shift differential will be $.60 cents per hour. B. Employees eligible for shift differential are those whose work shift begins before 6:00 a.m. or ends on or after 7:00 p.m. and are scheduled by their supervisor for a total shift of at least six (6) hours in duration. This shift differential shall not apply to those employees who have requested and have been granted flexible work scheduling.

  • Consolidated Total Leverage Ratio Permit the Consolidated Total Leverage Ratio as of the last day of any fiscal quarter ending on or after September 30, 2008 to be greater than 3.5 to 1.0.

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