Valuation of Newco Sample Clauses

Valuation of Newco. Within five (5) days from the mailing of the Severance Notice, Sykes and HPS shall mutually select an independent investment banking firm (with whom neither Sykes nor HPS has an existing relationship at such time) to determine the fair market value price per share of Newco as a stand-alone entity (the "Determined Price Per Share"). If the parties cannot agree upon the selection of such independent investment banking firm, an investment banking firm who has not previously acted as a lead or co-lead on any offering for either of the parties or been retained to give investment or acquisition assistance to either of the parties shall be selected by Newco's independent outside legal counsel. The expenses relating to the engagement of such firm shall be shared equally by Sykes and HPS. Sykes and HPS shall have thirty (30) days after the receipt of the Determined Price Per Share (the "Negotiation Period") in which to negotiate a mutually agreeable outcome in which one Investor Shareholder shall sell to the other, all of its Shares at an agreed upon price per share (the "Severance Price"). In the event that Sykes and HPS are not able to reach an agreeable outcome during the Negotiation Period, Sykes and HPS shall then have five (5) business days in which to submit a bid (a "Severance Bid") containing the price per Share which the bidding Investor Shareholder is willing to pay for all of the other Investor Shareholder's Shares. Such Serverance Bids shall be submitted to the outside counsel of Newco within five (5) business days from the end of the Negotiation Period. In addition, each Severance Bid must be for a price per share which is at least equal to ninety percent (90%) of the Determined Price Per Share and must be an all cash, non-contingent, binding offer to purchase all, but not less than all of the Shares of the other Investor Shareholder. If, however, neither Investor Shareholder submits a Serverance Bid within such five (5) day period, then such severance opportunity will lapse as though the Deadlock Notice had never been given. At the end of such five (5) day period, Newco's outside counsel shall notify the Investor Shareholders of the highest bid. Thirty (30) days after the submission of the Severance Bids, the Investor Shareholder which submitted the highest Severance Bid shall purchase and the other Investor Shareholder shall sell all of the other Investor Shareholder's Shares at the price stated in the highest Severance Bid.
Sample 1
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Valuation of Newco. 28. The parties to the Merger Agreement hereby acknowledge and agree that the valuation for Newco assumed by the Company in its calculation of the Estimated Pre-Closing Taxes delivered to Buyer Parent, Buyer and Merger Sub on July 17, 2008 (the “Newco Valuation”) was $95 million. Nothing contained in this paragraph or paragraph 29 hereof shall be considered a waiver by Buyer Parent, Buyer or Merger Sub of any of their rights to challenge or object to the Newco Valuation or any aspect of the Valuation Opinion.
Sample 1

Related to Valuation of Newco

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Admission of New Members No other person shall be made a Member without the unanimous consent of the Members at the time such membership decision is to be made. The Secretary shall revise Exhibit “B” attached hereto to reflect the admission of new Members.

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Allocations of Net Profits and Net Losses (a) After giving effect to the allocations under Sections 4.2 and 7.1(b)(v), Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for each Fiscal Period shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.4(a), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale described in clause (i) above in accordance with the applicable Treasury Regulations, and minus (iii) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the deemed sale described in clause (i) above.

  • Allocation of CDSCS (1) CDSCS RELATED TO THE REDEMPTION OF COMMISSION SHARES OTHER THAN OMNIBUS SHARES: CDSCs in respect of the redemption of Commission Shares which are not Omnibus Shares shall be allocated to PSI or Successor Distributor depending upon whether the related redeemed Commission Share is attributable to PSI or Successor Distributor, as the case may be, in accordance with Part I above.

  • Allocation of Net Deferred Interest For any Distribution Date, the Net Deferred Interest on the Mortgage Loans will be allocated among the Classes of Certificates (or, with respect to the Class X Certificates, the Class PO Certificates) in proportion to the excess, if any, for each such Class of (i) the Monthly Interest Distributable Amount accrued at the Pass-Through Rate for such Class, over (ii) the amount of the Monthly Interest Distributable Amount for such Class calculated at the applicable Adjusted Cap Rate for such Class. On each Distribution Date, any amount of Net Deferred Interest allocable to a Class of Certificates (other than the Interest-Only Certificates) on such Distribution Date will be added as principal to the outstanding Class Principal Balance of such Class of Certificates. With respect to the Class X Certificates and each Distribution Date, any amount of Net Deferred Interest added to the Principal Balances of the related Mortgage Loans that is allocated to the Class X Certificates on such Distribution Date will be added as principal to the outstanding Class Principal Balance of the Class PO Certificates.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

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