buy-out fee definition
buy-out fee means the fee calculated in accordance with Rule 7; “certification period” means, any of the following periods:
buy-out fee has the meaning set forth in Section 3.04(b).
buy-out fee is as defined in Section 7.1 of this Agreement.
More Definitions of buy-out fee
buy-out fee has the meaning set forth in Section 13.3.
buy-out fee is defined in Section 4.2 hereof.
buy-out fee means the amount payable by or on behalf of Prometic and/or any Prometic Affiliate to SALP for the SALP Interest, which amount shall be equal to the fair market value of the SALP Interest, determined on a net present value basis, having regarding to the remaining life of the Patents (and any relevant extensions or additional exclusivity periods that may be associated with such Patents or Products sold thereunder) and associated cash flows, all as determined pursuant to a valuation performed by a mutually agreed upon third party, such as an independent investment bank or consultancy firm skilled in the valuation of assets of a similar nature. The parties shall negotiate acting reasonably and in good faith to mutually agree upon a third party to determine the amount of the Buy-Out Fee, but if they are unable to do so within a thirty (30) day period then any party hereto may apply to the Ontario Superior Court of Justice for the purposes of having the court appoint such a third party. The Buy-Out Fee shall be paid concurrently with the closing of the acquisition of the SALP Interest by Prometic and/or a Prometic Affiliate, as applicable, and may be payable, at SALP’s option, in Prometic Life Sciences Inc.’s common shares, cash or a combination thereof, such option to be exercised by SALP at least 10 days prior to the payment of the Buy-Out Fee, and any payment in common shares shall be based on the fair market value thereof, which fair market value shall be deemed to be, if the common shares are listed on the TSX or any other exchange, the volume weighted average price of such common shares on the five trading days immediately prior to SALP’s exercise of its option to receive the Buy-Out Fee in common shares, or any other calculation method mandated by the TSX or such other exchange. Prometic shall use its commercially reasonable efforts to obtain the prior approval of the TSX in connection with SALP’s option to receive the Buy-Out Fee in common shares at the time of obtaining the initial approval of the TSX of this Agreement. Following the exercise of this Buy-Out Right in accordance with this Section 2(d), SALP shall have no further rights under this Agreement except for the right to receive the Buy-Out Fee, and this Agreement shall terminate and be of no further force and effect, except for those provisions which by their terms or nature are intended to survive the termination of this Agreement.
buy-out fee shall have the meaning ascribed thereto in Section 2(d).
buy-out fee means an amount equal to the present value of (i) the payments that would have been made to Manager between the Termination Date and the originally scheduled expiration date of the Term as a Management Fee if the Management Agreements had not been terminated pursuant to this Agreement, calculated assuming that the Management Fee is (A) equal to three percent (3%) of Projected Gross Revenues, and (B) payable in arrears on the last day of each calendar month, discounted at (ii) an annual discount rate equal to thirteen and three-quarters percent (13.75%). The Buy-Out Fee shall be estimated by Owner on or before the Termination Date based upon the most recent financial reports delivered to Owner by Manager under this Agreement and shall thereafter be subject to adjustment in accordance with the provisions of Section 12.02(b)(ii) hereof.