Valuation Research Opinion definition

Valuation Research Opinion means an opinion on or prior to the Closing Date from Valuation Research Corporation in a form reasonably acceptable to the Pricing Committee and the Seller after taking into account the Debt Financing and the use of proceeds therefrom regarding the capital limits and solvency of the Purchaser, including, but not limited to, that pursuant to the requirements of the Texas Business Organizations Code (“TBOC”), (i) the Purchaser would not be “insolvent” (as defined in the TBOC) after purchasing the Purchased Shares and purchasing the preferred shares, Common Shares and warrants set forth in the Other Securities Purchase Agreements and (ii) the aggregate amounts paid for the Purchased Shares and the preferred shares, Common Shares and warrants set forth in the Other Securities Purchase Agreements would not exceed the “distribution limit” (as defined in the TBOC).
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Valuation Research Opinion means an opinion on or prior to the Closing Date from Valuation Research Corporation in a form reasonably acceptable to the Board of Directors of the Purchaser regarding the capital limits and solvency of the Purchaser, including, but not limited to, that pursuant to the requirements of the Texas Business Organizations Code (“TBOC”), (i) the Purchaser would not be “insolvent” (as defined in the TBOC) after purchasing the Purchased Shares and (ii) the aggregate amounts paid for the Purchased Shares and any other shares of Common Stock purchased by the Purchaser from other shareholders of the Purchaser at substantially the same time would not exceed the “distribution limit” (as defined in the TBOC).
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Valuation Research Opinion means an opinion on or prior to the Closing Date from Valuation Research Corporation in a form reasonably acceptable to the Board of Directors of the Purchaser regarding the capital limits and solvency of the Purchaser, including, but not limited to, that pursuant to the requirements of the Texas Business Organizations Code (“TBOC”), (i) the Purchaser would not be “insolvent” (as defined in the TBOC) after purchasing the Purchased Shares and (ii) the aggregate amounts paid for the Purchased Shares and any other Common Shares or securities convertible into Common Shares purchased by the Purchaser from other shareholders of the Purchaser at substantially the same time would not exceed the “distribution limit” (as defined in the TBOC).
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Examples of Valuation Research Opinion in a sentence

  • For a detailed guide to engine maintenance and overhaul procedures refer to Section 8.For routine engine maintenance please refer to the engine handbook supplied with the unit.

  • Purchaser agrees that it will not close or accept the proceeds of the Debt Financing (i) without a prior determination by the Pricing Committee that the Purchaser will not be insolvent and will not exceed the distribution limit based upon the Valuation Research Opinion; and (ii) without completing the purchase of the Purchased Securities under this agreement.


More Definitions of Valuation Research Opinion

Valuation Research Opinion means an opinion on or prior to the Closing Date from Valuation Research Corporation in a form reasonably acceptable to the Pricing Committee and the Sellers after taking into account the Debt Financing and the use of proceeds therefrom regarding the capital limits and solvency of the Purchaser, including, but not limited to, that pursuant to the requirements of the Texas Business Organizations Code (“TBOC”), (i) the Purchaser would not be “insolvent” (as defined in the TBOC) after purchasing the Purchased Securities and purchasing the Common Shares set forth in the Other Securities Purchase Agreements and (ii) the aggregate amounts paid for the Purchased Securities and the Common Shares set forth in the Other Securities Purchase Agreements would not exceed the “distribution limit” (as defined in the TBOC).
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Related to Valuation Research Opinion

  • Valuation Report means the valuation report or reports for mortgage purposes, in the form of the pro-forma contained in the Standard Documentation, obtained by the Seller from a Valuer in respect of each Mortgaged Property or a valuation report in respect of a valuation made using a methodology which would be acceptable to a reasonable prudent mortgage lender;

  • Valuation Firm means a nationally recognized independent investment banking or valuation firm with expertise in the oil and gas sector.

  • Independent educational evaluation means an evaluation conducted by a qualified examiner who is not employed by the public agency responsible for the education of the child in question.

  • Independent Engineering Report means a report, in form and substance satisfactory to the Administrative Agent and each of the Lenders, prepared by an Independent Engineer, addressed to the Administrative Agent and the Lenders with respect to the Oil and Gas Properties owned by the Borrower or its Subsidiaries (or to be acquired by the Borrower or any of its Subsidiaries, as applicable) which are or are to be included in the Borrowing Base, which report shall (a) specify the location, quantity, and type of the estimated Proven Reserves attributable to such Oil and Gas Properties, (b) contain a projection of the rate of production of such Oil and Gas Properties, (c) contain an estimate of the net operating revenues to be derived from the production and sale of Hydrocarbons from such Proven Reserves based on product price and cost escalation assumptions specified by the Administrative Agent and the Lenders, and (d) contain such other information as is customarily obtained from and provided in such reports or is otherwise reasonably requested by the Administrative Agent or any Lender.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.

  • Independent testing laboratory means an independent organization, accepted by the Contracting Officer, engaged to perform specific inspections or tests of the work, either at the site or elsewhere, and report the results of these inspections or tests.

  • Evaluation Report means a report on the evaluation of tenders prepared under CSO 12

  • cost accountant means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;

  • Independent Evaluator A person empowered, pursuant to Section 23.5 (Failure to Reach Agreement) and Section 23.10 (Dispute) of this Agreement, to resolve disputes due to failure of the Parties to agree on a Performance Standards Revision Document.

  • Independent Accounting Firm has the meaning set forth in Section 2.05(c).

  • Independent Verification means that an evaluation is undertaken and reported by an individual or body whose organisation, systems and procedures conform to ISO Guide 65:1996 (EN 45011:1998) General requirements for bodies operating product certification systems (as amended form time to time) or equivalent, and who is accredited to audit against forest management standards by a body whose organisation, systems and procedures conform to ISO 17011: 2004 General Requirements for Providing Assessment and Accreditation of Conformity Assessment Bodies (as amended from time to time) or equivalent.

  • Peer support specialist means an individual who has experienced a severe and persistent mental illness and who has successfully completed standardized training to provide peer support services through the medical assistance program or the Iowa Behavioral Health Care Plan.

  • Clinical evaluation means a systematic and planned process to continuously generate, collect, analyse and assess the clinical data pertaining to a device in order to verify the safety and performance, including clinical benefits, of the device when used as intended by the manufacturer;

  • Participating Certified Clinical Nurse Specialist means a Certified Clinical Nurse Specialist who has a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Actuary means a person who is a member in good standing of the American academy of actuaries.

  • Phase I Report means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to Administrative Agent, (iii) includes an assessment of asbestos-containing materials at such Facility, (iv) is accompanied by (a) an estimate of the reasonable worst-case cost of investigating and remediating any Hazardous Materials Activity identified in the Phase I Report as giving rise to an actual or potential material violation of any Environmental Law or as presenting a material risk of giving rise to a material Environmental Claim, and (b) a current compliance audit setting forth an assessment of Holdings’, its Subsidiaries’ and such Facility’s current and past compliance with Environmental Laws and an estimate of the cost of rectifying any non-compliance with current Environmental Laws identified therein and the cost of compliance with reasonably anticipated future Environmental Laws identified therein.

  • Independent Auditor has the meaning specified in Section 6.01(a).

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

  • Non-Participating Certified Clinical Nurse Specialist means a Certified Clinical Nurse Specialist who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Initial Engineering Report means the engineering report concerning Oil and Gas Properties of Loan Parties dated as of June 30, 2016, prepared internally by the Borrower.

  • Valuation means an estimate of the value of real estate or real property.

  • Independent Auditors has the meaning set forth in Section 3.2.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Independent Accountant has the meaning set forth in Section 2.04(c)(iii).

  • Performance Report has the meaning set out in clause 8.2;