Valuation Procedure means a determination made in good faith by the Board of Directors of the Company (the “Board”) that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board’s determination, which, in the case of a valuation in excess of $100 million, shall include the Board’s reliance on the valuation of a nationally recognized investment banking or appraisal firm, and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm’s-length transaction between a willing buyer and a willing seller (neither acting under compulsion).
Valuation Procedure means, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within 20 days following the event requiring such determination or (ii) in the absence of such an agreement, by an Independent Financial Expert selected in accordance with the further provisions of this definition. If required, an Independent Financial Expert shall be selected within five days following the expiration of the 20-day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Independent Financial Experts remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Independent Financial Expert. The Independent Financial Expert shall be instructed by the Company and the Requisite Holders to make its determination within 20 days of its selection. The fees and expenses of an Independent Financial Expert selected hereunder shall be paid by the Company unless the Independent Financial Expert's determination pursuant to the Valuation Procedure is within 5% of the amount proposed by the Company in connection with the Valuation Procedure and not agreed to by the Requisite Holders, in which case such fees and expenses shall be paid 50% by the Holders (on a pro rata basis) participating in the transaction to which the determination relates and 50% by the Company.
Valuation Procedure means a determination made in good faith by the Board that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board's determination, which, in the case of a valuation in excess of $25 million, shall include the Board's reliance on the valuation of a nationally recognized investment banking or appraisal firm, and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any discount or provision for a minority interest, lack of liquidity or similar discount.
Examples of Valuation Procedure in a sentence
If such determination involves or is based on a determination of the Fair Market Value of any securities or other assets or property, such determination shall be made in accordance with the Valuation Procedure.
The fair value of any such shares of stock or other securities or property shall be determined pursuant to the Valuation Procedure.
If the Members are unable to agree on such value within fifteen days after the date of delivery of the Put/Call Notice, then such value will be determined immediately thereafter in accordance with the Valuation Procedure, and, if applicable, the Put/Call Closing Date will be delayed until such date (after completion of the applicable valuation) as may be selected by the Initial Member.
If such determination involves or is based on a determination of the fair market value of any securities or other assets or property, such determination shall be made in accordance with the Valuation Procedure.
To the extent that any issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined pursuant to the Valuation Procedure.
More Definitions of Valuation Procedure
Valuation Procedure means the following procedure: the Fair Market Value of the Assets or Securities shall be determined by internationally recognized investment banking firms, one firm appointed by Mortgagee (“Mortgagee Bank”) and one firm appointed by Mortgagor (“Mortgagor Bank”, together with Mortgagee Bank, the “Initial Banks”), and if a third is necessary as provided below, the Initial Banks shall appoint a third investment bank (“Third Bank”). Each Initial Bank’s determination shall be made and delivered to Mortgagee and Mortgagor within thirty (30) days following the date on which the second Initial Bank was appointed. If the determinations of the Fair Market Value of the Assets or Securities made by the Initial Banks are within ten percent (10%) of each other (i.e., the difference between the two determined Fair Market Value is equal to or less than ten percent (10%) of the higher determined Fair Market Value), then the average of the Mortgagee Bank-determined Fair Market Value and the Mortgagor Bank-determined Fair Market Value shall be used as the final Fair Market Value of the Assets or Securities. If the determinations of the Fair Market Value of the Assets or Securities made by the Initial Banks are not within ten percent (10%) of each other, then the determination of the Third Bank shall be delivered to Mortgagee and Mortgagor within thirty (30) days after the appointment of the Third Bank. The determination of the Fair Market Value of the Assets or Securities by such Third Bank, together with such determinations provided by the Initial Banks, will be used to determine the final Fair Market Value of the Assets or Securities as follows: (i) if the determination made by the Third Bank falls within the middle third of the range between the determinations made by the two Initial Banks (i.e., if the Third Bank determination is (1) greater than the sum of the lower determined Fair Market Values of the Initial Banks plus one-third (1/3) of the difference between the two determined Fair Market Values of the Initial Banks and (2) less than the sum of the lower determined Fair Market Value of the Initial Banks plus two-thirds (2/3) of the difference between the two determined Fair Market Values of the Initial Banks), then the final Fair Market Value of the Assets or Securities shall be the Fair Market Value determined by the Third Bank; and (ii) if the Fair Market Value of the Assets or Securities determined by the Third Bank falls outside the middle third of the range be...
Valuation Procedure the following procedure for determining the fair value of Common Stock or Warrants to be acquired by the Company (the "Redeemed Securities"): (a) upon the event triggering the need to determine the fair value of the Redeemed Securities ("Valuation Notice"), the Company and Holder whose Redeemed Securities are being valued (the "Selling Person") shall attempt to agree on a mutually acceptable Valuator to value the Redeemed Securities, and if such parties agree on a Valuator within ten days following the receipt of the Valuation Notice, such Valuator shall, on or before twenty days following the date it is appointed, determine the fair value of the Redeemed Securities, and such determination shall be binding upon the Company and the Selling Person; (b) in the event the Company and Selling Person are unable to agree upon a mutually acceptable Valuator within ten days following the date of the receipt of the Valuation Notice, on the expiration of such ten-day period the Company and the Selling Person shall each appoint a Valuator to value the Redeemed Securities. Within twenty days following the date they are appointed, the Valuators appointed by the Company and the Selling Person shall determine the fair value of the Redeemed Securities. In the event the value determined by the Company's Valuator is within 5% of the value determined by the Selling Person's Valuator, the fair value for purposes of this Agreement shall be the average of the values determined by such Valuators and such determination shall be binding upon the Company and the Selling Person. In the event the value determined by the Company's Valuator is not within 5% of the value determined by the Selling Person's Valuator, such Valuators shall in turn appoint a third Valuator who shall, within twenty days following the date it is appointed, determine the fair value of the Redeemed Securities. The value which is neither the lowest nor the highest of the values determined by the three Valuators shall be the fair value of the Redeemed Securities for purposes of this Agreement and shall be binding on the Company and the Selling Person. In the event either the Company or the Selling Person fails to timely appoint a Valuator, such failing party shall be deemed to have waived its rights to appoint a Valuator, and the Valuator appointed by the other party shall determine the fair value for purposes of this Agreement, which determination shall be binding upon the Selling Person and the Company. The costs ...
Valuation Procedure means, with respect to the determination of ------------------- any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within thirty (30) days following the event requiring such determination or (ii) in the absence of such an agreement, by an Appraiser (as defined below) selected in accordance with the further provisions of this definition. If required, an Appraiser shall be selected within 10 days following the expiration of the 30- day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Appraisers remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Appraiser. The Appraiser shall be instructed by the Company and the Requisite Holders to make its determination within thirty (30) days of its selection. The fees and expenses of an Appraiser selected hereunder shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Holders (on a pro --- rata basis) participating in the transaction to which the determination relates. ---- As used herein, "Appraiser" shall mean (a) with respect to a determination of Market Value, a nationally-recognized investment banking firm and (b) with respect to a determination of Liquidation Value (or any other valuation required hereunder), a firm of the type generally considered to be qualified in making determinations of the type required.
Valuation Procedure means a determination made in good faith by the Board of Directors of the Company (the "BOARD") that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board's determination, which, in the case of a valuation in excess of $5.0 million, shall include the Board's reliance on the valuation of a nationally recognized investment banking or appraisal firm (which firm shall be subject to the approval of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants and which approval shall not be unreasonably withheld), and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any provision for a minority interest or similar discount.
Valuation Procedure means a determination of fair value of any securities (other than Common Stock) or property made in good faith by the Board of Directors (other than directors designated for nomination for holders of the Preferred Stock or their successors under the Stockholder Agreement); provided, that if the holders of a majority of the Preferred Stock object to such determination within 10 days of receipt of written notification thereof, then the fair value of such property shall be determined in good faith by a nationally recognized investment banking firm selected in good faith by the Board of Directors (other than directors designated for nomination by holders of the Preferred Stock or their successors under the Stockholder Agreement) and approved by the holders of a majority of the Preferred Stock, which approval will not unreasonably be withheld.
Valuation Procedure means a determination made in good faith by (1) the Board that is set forth in resolutions of the Board that are certified by the Secretary of the Trust or (2) prior to an Initial Public Offering of the Trust, the general partners of the Company that is set forth in resolutions of such general partners that are certified by their respective Secretary, which certified resolutions (i) set forth the basis of the Board's or general partners' (as the case may be) determination which, in the case of a valuation in excess of $10 million, shall include the Board's or general partners' (as the case may be) reliance on the valuation of a nationally recognized investment banking or appraisal firm selected by the Holder and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any discount or provision for a minority interest, lack of liquidity or similar discount.
Valuation Procedure means, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within 20 days following the event requiring such determination or (ii) in the absence of such an agreement, by an Independent Financial Expert selected in accordance with the further provisions of this definition. If required, an Independent Financial Expert shall be selected within five days following the expiration of the 20-day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Independent Financial Experts remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Independent Financial Expert. The Independent Financial Expert shall be instructed by the Company and the Requisite Holders to make its determination within 20 days of its selection. The fees and expenses of an Independent Financial Expert selected hereunder shall be paid by the Company.