Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Common Stock as described in Section 6.2 of the Contracts or (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contracts, to select and retain a nationally recognized investment banking firm to determine the market value of such property as provided in the Contracts, and to deliver to the Sellers notice pursuant to Section 8.1 of the Contracts identifying the firm proposed to be selected and retained, and to consult with the Sellers on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Class A Common Stock as described in Section 6.2 of the Contract, (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contract, or (iii) the declaration or payment of a dividend or distribution to all holders of Class A Common Stock of evidences of its indebtedness or other non-cash assets or the issuance of Class A Common Stock rights or warrants as described in Section 6.1(c) of the Contract, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contract, and to deliver to Seller notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with Seller on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. Upon the occurrence of any event as a result of or in connection with which the Trust is required under a Contract to make a determination, calculation and/or adjustment using the services of an investment banking firm, to retain a nationally recognized independent investment banking firm retained by the Administrator to make such determination, calculation and/or adjustment as provided in such Contract, and to promptly (but, in any event, within one Business Day) after such notice is received from such investment banking firm of such determination, calculation and/or adjustment, to provide or cause to be provided, written notice thereof to the Holders and the applicable Shareholder. In the case of any such selection of an investment banking firm by the Administrator, to identify for the applicable Shareholder the firm proposed to be selected and retained, and to cause the Administrator to consult with such Shareholder on such selection and retention as provided in Section 8.1 of the Contract;
Selection of Independent Investment Bank. At such times and for such purposes provided in the Contract, to select and retain a nationally recognized investment banking firm to determine the market value of such property as provided in the Contract, and to deliver to the Contracting Stockholders notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to consult with the Contracting Stockholders on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. Upon (A) receipt of notice of (i) the occurrence of a Reorganization Event in which property, other than cash or Marketable Securities, is to be received in respect of the Common Stock as described in Section 6.2 of the Contracts, (ii) the declaration by the Company of a record date in respect of the issuance to all or substantially all holders of Common Stock of rights or warrants to purchase Common Stock as described in Section 6.1(b) of the Contracts, (iii) the declaration or payment by the Company of a dividend or distribution to all or substantially all holders of Common Stock of evidences of its indebtedness or other non-cash assets as described in Section 6.1(c) of the Contracts, or (iv) the payment by the Company in respect of a tender or exchange offer for the Common Stock as described in Section 6.1(e) of the Contracts, or (B) the occurrence of any other event as a result of or in connection with which fair market value is required under the Contracts to be determined by a nationally reorganized investment banking firm, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contracts, and to deliver to the Sellers notice pursuant to Section 8.1 of the Contracts identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with the Sellers on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Common Stock as described in Section 6.2 of the Contracts or (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contracts, to select and retain a nationally recognized investment banking firm to determine the market value of such property as provided in the Contracts, and to deliver to the Sellers notice pursuant to Section 8.1 -10- 15 of the Contracts identifying the firm proposed to be selected and retained, and to consult with the Sellers on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. The Independent Investment Bank shall be mutually selected by Toray and all the Key Employees holding Shares eligible for sale at the next Exercise Date. In the event Toray and such Key Employees cannot agree on a selection within thirty (30) days following the fourth, fifth, or sixth anniversary of the Closing or within thirty (30) days of delivery of notice to require the purchase or sale of Shares thereafter, each of Toray on the one hand and the relevant Key Employees on the other shall select one Independent Investment Bank who shall be retained for the sole purpose of jointly selecting the Independent Investment Bank that shall conduct that valuation of Market Value. If the relevant Key Employees cannot agree among themselves on a selection, the most senior corporate officer of the Company among them shall select on their behalf. Notwithstanding any of the above, the Independent Investment Bank that performs the valuation in connection with the First Exercise Date shall, if willing, also perform the valuations in connection with the Second Exercise Date and the Third Exercise Date.
Selection of Independent Investment Bank. Upon (A) receipt of notice of (i) the occurrence of a Reorganization Event in which property, other than cash or Marketable Securities, is to be received in respect of the Common Stock as described in Section 6.2 of the Contract, (ii) the declaration by the Company of a record date in respect of the issuance to all holders of Common Stock of rights or warrants to purchase Common Stock as described in Section 6.1(b) of the Contract, (iii) the declaration or payment by the Company of a dividend or distribution to all holders of Common Stock of evidences of its indebtedness or other non-cash assets as described in Section 6.1(c) of the Contract, or (iv) the payment by the Company in respect of a tender or exchange offer for the Common Stock as described in Section 6.1(e) of the Contract, or (B) the occurrence of any other event as a result of or in connection with which fair market value is required under the Contract to be determined by a nationally reorganized investment banking firm, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contract, and to deliver to Seller notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with Seller on such selection and retention as provided in such Section 8.1;
Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Ordinary Shares as described in Section 6.2 of the Contract, (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contract, or (iii) the declaration or payment of
Selection of Independent Investment Bank. The Independent Investment Bank shall be mutually selected by Toray and all the Key Employees who are then eligible to receive a Payout pursuant to Section 4 hereof. In the event Toray and such Key Employees cannot agree on a selection within thirty (30) days following the delivery of the notice referred to in the first sentence of Section 5(c) hereof or by January 31, 1998, as applicable, each of Toray on the one hand and such Key Employees on the other shall select one Independent Investment Bank who shall be retained for the sole purpose of jointly selecting the Independent Investment Bank that shall conduct that valuation of Market Value. If such Key Employees cannot agree among themselves on a selection, the most senior corporate officer of the Company among them shall select on their behalf. Notwithstanding any of the above, the Independent Investment Bank that performs the valuation as of December 31, 1996 shall, if willing, also perform the valuation as of December 31, 1997.
