Value Determination Sample Clauses

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
Sample 1
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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. 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
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

  • Fee Determination Detail The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

  • 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.

  • Committee Determinations The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Service, and its determination shall be final, conclusive and binding upon you.

  • 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 41.5.1 For a Dispute on any decision referred to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107

  • 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) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii).

  • 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.

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