Non-Cash Valuation Sample Clauses

Non-Cash Valuation. If the consideration offered by the prospective purchaser or transferee or, if permitted, offered by the Shareholder, includes non-cash consideration, Paraxxxxxx xxx the Shareholder shall in good faith seek to agree upon the value of such non-cash consideration. If Paraxxxxxx xxx the Shareholder fail to agree on such value within 15 days following receipt by the Shareholder of the Proposal Notice, then the Independent Directors and the Shareholder shall appoint a nationally recognized investment banking firm mutually acceptable to the Independent Directors and the Shareholder which shall resolve the issues in dispute; provided, that if the Independent Directors and the Shareholder cannot agree on an investment banking firm then each shall appoint a nationally recognized investment banking firm which together shall within five business days mutually agree on another nationally recognized investment banking firm to which the items in dispute shall be referred and which shall make a final and binding determination within ten days. The value of any securities shall be the fair market value of such securities and the value of any property other than securities shall be the fair market value of such property. If a determination under this paragraph (d) is required, any deadline for acceptance provided for in this Section shall be postponed until the third business day after the date of such determination. The Shareholder and Paraxxxxxx xxxll share equally in payment of all expenses of such investment banking firms. All determinations made pursuant to this paragraph (c) shall be final and binding on the Paraxxxxxx xxx the Shareholder.
Sample 1
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Non-Cash Valuation. In the event that any offer, issue, grant or sale includes or is proposed to include any non-cash consideration, Parent and the Investor shall in good faith seek to agree upon the value of such non-cash consideration. If Parent and the Investor fail to agree on such value during the 15-day period contemplated by paragraph (a) of this Section, then Parent shall refer the items in dispute to a nationally recognized investment banking firm that is selected by the Board and that shall make a final and binding determination within 10 days. The value of any securities shall be the fair market value of such securities and the value of any property other than securities shall be the fair market value of such property. If a determination under this paragraph (d) is required, any deadline for acceptance provided for in this Section shall be postponed until the fifth business day after the date of such determination. Whichever of the Investor or Parent whose last estimate differed the most from that finally decided by the investment banking firm shall be responsible for and pay all of the expenses of such investment banking firm. All determinations made pursuant to this paragraph (d) shall be final and binding on the Investor and Parent.
Sample 1Sample 2
Non-Cash Valuation. In the event that any offer, issue, grant or sale includes or is proposed to include any non-cash consideration, the Company and the Purchaser shall in good faith seek to agree upon the value of such non-cash consideration. If the Company and the Purchaser fail to agree on such value during the 15-day period contemplated by paragraph (a) of this Section, then the value shall be as reasonably determined by the Company's Board of Directors in good faith. The value of any securities shall be the fair market value of such securities and the value of any property other than securities shall be the fair market value of such property.
Sample 1Sample 2
Non-Cash Valuation. In the event that any offer, issue, grant or sale includes or is proposed to include any non-cash consideration, Ramtron and Infineon shall in good faith seek to agree upon the value of such non-cash consideration. If Ramtron and Infineon fail to agree on such value during the 15-day period contemplated by paragraph (a) of this Section, then Ramtron shall refer the items in dispute to a nationally recognized investment banking firm that is selected by Ramtron's board of directors and that shall make a final and binding determination within 10 days. The value of any securities shall be the fair market value of such securities and the value of any property other than securities shall be the fair market value of such property. If a determination under this paragraph (d) is required, any deadline for acceptance provided for in this Section shall be postponed until the fifth Business Day after the date of such determination. Whichever of Infineon or Ramtron whose last estimate differed the most from that finally decided by the investment banking firm shall be responsible for and pay all of the expenses of such investment banking firm. All determinations made pursuant to this paragraph (d) shall be final and binding on Infineon and Ramtron.
Sample 1
Non-Cash Valuation. For purposes of determining the amount, if any, of Participating Interest, Further Interest and Additional Participating Interest due to First Lender upon a Bona Fide Sale of the Tower Property, the fair market value (positive or negative) of non-cash consideration and indebtedness (collectively, "Non-Cash Consideration") included in the definition of Sale Proceeds under Section 7.04(h) shall be determined as follows. When Tower Owner gives First Lender notice of the sale under Section 7.02(b) (the "Sale Notice"), Tower Owner shall set forth its opinion of the fair market value of any Non-Cash Consideration. If First Lender and Tower Owner have not agreed in writing on the fair market value of the Non-Cash Consideration with ten (10) days from the Sale Notice, Tower Owner shall, within twenty (20) days after the Sale Notice, select an Approved Auditor to determine such value. If Tower Owner fails to select an Approved Auditor within such twenty (20) day period, the fair market value of such Non-Cash Consideration shall be determined by an Approved Auditor selected by First Lender.
Sample 1

Related to Non-Cash Valuation

  • Unrestricted Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is readily available for the satisfaction of any and all obligations of such Person. For the avoidance of doubt, Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Cash and Cash Equivalents Cash and cash equivalents shall be preserved, and expended, solely in the ordinary and usual course of business.

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

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • Total Liabilities The sum of the following (without duplication): (i) all liabilities of the Borrower and the Related Companies consolidated and determined in accordance with Generally Accepted Accounting Principles excluding accounts payable incurred in the ordinary course of business, (ii) all Indebtedness of the Borrower and the Related Companies whether or not so classified, including, without limitation, all outstanding Loans under this Agreement, and (iii) the balance available for drawing under letters of credit issued for the account of the Borrower or any of the Related Companies.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

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