Valuation of the Company Sample Clauses

Valuation of the Company. Within thirty (30) days after the close of each fiscal year of the Company, the Members shall determine the value of the Company as of the close of such fiscal year. This value shall be used for purposes of the buy/sell provisions of Section 13 of this Agreement. In the event the Members fail to determine the value of the Company after any fiscal year of the Company as provided in this paragraph and valuation of the Company becomes necessary due to the buy/sell provisions of Section 13 of this Agreement, the value of the Company shall be determined by appraisal. Within fifteen (15) days after the need for the valuation arises, the Members and the legal representative of the Member whose death, incompetency or bankruptcy results in application of Section 13 of this Agreement shall, collectively, select an appraiser to determine the value of the Company as of the close of the last fiscal year of the Company prior to the date on which such valuation is to be applied. The appraiser shall be directed to determine a valuation within thirty (30) days after notification of selection and to make such determination without discount for lack of marketability or minority interest. In the event the Members and such legal representative cannot agree upon an appraiser within such fifteen (15) day period, the legal representative shall select an appraiser within fifteen (15) days after the expiration of the first fifteen (15) day period and the remaining Member(s), as a group, shall select an appraiser within fifteen (15) days after the LLC Agreement of Deep Pacific, LLC - 13 expiration of the first fifteen (15) day period. The appraisers shall be directed to independently determine their valuations within thirty (30) days after their selection without deduction for lack of marketability or minority interest and the value to be used for purposes of the buy/sell provisions of this Agreement shall be the arithmetic mean of the values determined by such appraisers. If a single appraiser is used, the cost of the appraiser shall be borne by the Company. If two appraisers are used, the estate of the deceased, incompetent, or bankrupt Member shall bear the cost of its appraiser and the remaining Member(s), as a group, shall bear the cost of its/their appraiser.
Sample 1See All (4)
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Valuation of the Company. During the Valuation Period, ------------------------ Point West and the Specified Members shall attempt to agree upon a fair market value of the Company as of the Valuation Date (the "Fair Market Value"). If the ----------------- Members are unable to agree upon the Fair Market Value during the Valuation Period, then, within ten (10) business days after the end of the Valuation Period, each of Point West, on the one hand, and the other Members, on the other hand, shall appoint, at such party's sole cost and expense, an appraiser (a) with at least five (5) years of experience in appraising businesses, (b) with experience appraising finance companies, and (c) who is independent, i.e., has not previously acted in any capacity for any of Point West, Isard or XxXxxxxxx (all of such qualifications, the "Qualifications," and each appraiser so appointed, an "Approved Appraiser") to estimate, in its reasonable judgment, the Fair Market Value (each such evaluation, an "Appraisal"). Each Appraisal shall be completed within twenty (20) business days following the end of the Valuation Period, and copies of each Appraisal shall be delivered to Point West and the other Members immediately upon completion thereof. If, pursuant to the second sentence of this paragraph, only one Approved Appraiser is appointed, then such Approved Appraiser's Appraisal shall constitute the Fair Market Value. If an Approved Appraiser is appointed by each of the two eligible parties pursuant to the second sentence of this paragraph, then such Approved Appraisers shall meet promptly after both Appraisals have been
Sample 1
Valuation of the Company. The Company and the Purchasers mutually agree that as at the date of execution of this Agreement and as at the Effective Date, the Company owns no businesses, assets or properties and has no operating subsidiaries. Accordingly, the Company’s Board of Directors and the Purchasers value each share of Common Stock an not more than two cents ($0.02) per share.
Sample 1
Valuation of the Company. Pursuant to Section 8.5(d) of the Third Amended and Restated Operating Agreement the Executive Committee has determined a new Company Valuation in the amount of $450 million giving effect to the closing of the Xxxxxxx Acquisition, the Triax Acquisition and the Capital Contributions to finance such Acquisitions (the "1999 Company Valuation"). Based on the 1999 Company Valuation, the Executive Committee has approved the issuance of additional Membership Units and related Percentage Interests, as set forth on Schedule B-2 hereto. ------------
Sample 1
Valuation of the Company. The Class B Unit Price is based upon a fully-diluted pre-money valuation of $2,200,000 and a fully-diluted post money valuation of $2,699,999.50 (See "Capitalization" for further details on current capitalization structure of the Company).
Sample 1
Valuation of the Company. The aggregate value of the Company's outstanding Common Stock, based upon the value of the Company as a going concern (without discount for illiquidity) and assuming that any control premium applies proportionately to all shareholders as determined by two independent investment banking firms, one selected by ELM and one selected by the Qualified Demand Shareholders which requested such Demand Registration. If such investment banking firms cannot agree on such valuation within 20 days, they shall jointly select an independent investment banking firm which independent investment banking firm shall make a determination within 20 days following its appointment. If such third appraisal falls within the range of the first two appraisals, the value determined by the third appraisal shall be used. If such third appraisal falls outside of the range of the first two appraisals, the average of the first two appraisals shall be used. Valuation Price per Share: The Valuation of the Company divided by the aggregate number of shares of Common Stock outstanding. Capitalized terms used herein and not defined herein have the meanings as defined in the Shareholders Agreement. Terms defined in the Exchange Act or the Securities Act and not otherwise defined herein have the meanings herein as therein defined. References to any Shareholder, Ball Shareholder or ELM shall be deemed to include such Person's successors pursuant to an Exempt Transfer; provided, however, that no successor of a Ball Shareholder pursuant to clause (i)(f) of the definition of Exempt Transfer shall be deemed to be a Ball Shareholder.
Sample 1
Valuation of the Company. (a) The Executive Committee has previously determined the aggregate equity value of the Company giving effect to the closing of the U.S. Cable Acquisition and the Capital Contributions to finance such Acquisition. Pursuant to Section 5.17 of this Agreement, the Members have ratified and approved such valuation, the issuance of additional Membership Units and related Percentage Interests as a result of the valuations, as set forth on Schedule B hereto. ---------- (b) The following Membership Units shall be issued on the basis of a Company valuation expressed as the aggregate value of the outstanding Membership Units after giving effect to the closing of the U.S. Cable Acquisition, as set forth on Schedule B hereto: (i) Membership Units, if any, issued in respect of ---------- Capital Contributions to be made prior to June 30, 1998 to the extent of the first one-third (1/3) of the Unfunded Capital Commitments as of January 23, 1998; and (ii) Membership Units, if any, issued in respect of Capital Contributions to be made to fund the purchase of any Excess Chase Units. (c) Except as provided in clause (b) above, each Membership Unit to be issued in respect of Capital Contributions made prior to June 30, 1998 shall be issued on the basis of a new equity valuation of the Company, as determined by the Executive Committee in the manner set forth in clause (d) below.
Sample 1
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Valuation of the Company. The parties hereto acknowledge that the agreed value of the business of the Company used for purposes of determining the terms of the Option has been determined for purposes of this Agreement only and that the value of the Company, as a public company, will vary from time to time and the number of Optioned Shares may effect this valuation either way.
Sample 1
Valuation of the Company. Amount of the Offering: Number of Units: Minimum Investment:
Sample 1

Related to Valuation of the Company

  • Duration of the Company The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

  • Obligation of the Company In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

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