Value Determination Sample Clauses

Value Determination. The definitions of “Capital Account” and “Fair Market Value” are set forth in Section 1.1 of this Agreement. The Fair Market Value shall be determined with respect to a particular proposed Transfer in accordance with the following procedures:
Sample 1
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Value Determination. 12.4.1 Upon service of a Default Notice the Fair Value of the Defaulting Shareholder’s Shares shall be determined in accordance with this Clause 12. Having ascertained the Fair Value, the total amount to be received by the Defaulting Shareholder in respect of all its Shares (the “Adjusted Value”) shall be determined by reference to the Par Value and the Fair Value of the Defaulting Shareholder’s Shares, adjusted as follows by way of liquidated damages (which adjustment the Shareholders agree is an estimate in advance of the loss the Non-Defaulting Shareholder will suffer as a result of the occurrence of a Termination Event): Fair Value of all of Defaulting Shareholder’s Shares Adjusted Value Above Par Value 70% of Par Value Equal to Par Value 70% of Par Value Below Par Value 70% of Fair Value 12.4.2 The Shareholders shall use their reasonable endeavours to agree a fair value for the relevant Shares (the “Fair Value) provided always that, if the Shareholders have been unable to agree the Fair Value within thirty (30) days of the delivery of a Default Notice pursuant to this Clause 12, then the Non-Defaulting Shareholder shall forthwith instruct an independent third party valuer to determine the Fair Value of the Shares of the Defaulting Shareholder. In determining the Fair Value of the Shares, the valuer shall value the Shares as a whole and shall: (i) be considered to be acting as an expert and not as an arbitrator and its decision (in the absence of fraud) shall be final and binding on the parties; (ii) have regard to the following principles and assumptions in valuing the said Shares: (a) that the consolidated net assets of the Company shall be valued on the basis of an arm’s length sale between a willing vendor and a willing purchaser; (b) that if the Company is then carrying on business as a going concern, it shall be assumed that it will continue to do so but taking into account the event giving rise to the breach; (c) that the said Shares shall be assumed to be capable of being transferred without restriction; (d) that the said Shares shall have the same value as corresponds to its proportion of the value of all the Shares taken as whole; (e) that no reduced or additional value shall be attached to any holding of Shares by virtue only of such holding comprising, or after purchase conferring, a majority or minority of the total issued share capital of the Company; and (f) that in all other respects the principles and practices customarily applied in t...
Sample 1
Value Determination. If required pursuant to Section 4.1(f), the Current Market Value shall be deemed to be equal to the value determined by an Independent Financial Expert and set forth in a Value Report by such Independent Financial Expert. In making any determination of Current Market Value, such Independent Financial Expert shall (A) use one or more valuation methods that, in its best professional judgment, it determines to be most appropriate and (B) not take into account any discount for minority interests or lack of liquidity of the relevant security. The Company shall cause such Independent Financial Expert to deliver to the Company, within 25 days of the appointment of such Independent Financial Expert, the Value Report which shall state the Current Market Value of the Common Stock and/or any other securities being valued, as of the Valuation Date, and shall contain a brief statement as to the nature and scope of the examination or investigation upon which the determination of value was made. The Company shall make available such Value Report for inspection by the Holders. Any determination of Current Market Value in accordance with the provisions of this Section 4.1(k) shall be conclusive as to all Persons.
Sample 1
Value Determination. If required pursuant to Section 4.1(f), the Current Market Value shall be deemed to be equal to the value determined by an Independent Financial Expert and set forth in a Value Report by such Independent Financial Expert. Such Independent Financial Expert shall be selected by the Board of Directors and retained on customary terms and conditions. In making any determination of Current Market Value, such Independent Financial Expert shall (A) use one or more valuation methods that, in its best professional judgment, it determines to be most appropriate and (B) take into account any lack of liquidity of the relevant security. The Company shall cause such Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 25 days of the appointment of such Independent Financial Expert, the Value Report which shall state the Current Market Value of the Common Stock and/or any other securities being valued, as of the Valuation Date, and shall contain a brief statement as to the nature and scope of the examination or investigation upon which the determination of value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for inspection by Holders. Any determination of Current Market Value in accordance with the provisions of this Section 4.1(k) shall be conclusive as to all Persons.
Sample 1

Related to Value Determination

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Challenge to Good Faith Determination Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Failure to Determine Values If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements of the foregoing sub-clauses (A), (B) or (C), then the “Value” of such Portfolio Investment as at such date shall be deemed to be zero.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Interest Rate Determination (a) To the extent required hereunder, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If fewer than two Reference Banks furnish such timely information to the Administrative Agent for the purpose of determining any such rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Bank. (b) The Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.09(a) or (b), and, if applicable, the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.09(b). (c) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Reference Banks notify the Administrative Agent that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (A) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist. (d) If the applicable Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (e) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (f) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

  • Rate Determinations The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

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