Appraisal Right Sample Clauses
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Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of the Fair Market Value of any illiquid assets (including the valuation of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed of to a third party and is not publicly traded, or any illiquid consideration received in connection with a Change in Control or a sale of BMM) (the “Disputed FMV”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed FMV on the Participant and the Company. If such Appraiser’s determination of the Disputed FMV is less than or equal to 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV is more than 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Disputed FMV results in a greater cash amount payable in respect of the Vested RSUs pursuant to Section 4(a)(B) or Section 4(a)(C), the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.
Appraisal Right. No appraisal rights shall be available with respect to the Merger or the other Transactions contemplated by this Agreement.
Appraisal Right. In case of a shareholders’ resolution that involves any of the events which under Section 245 of the Companies Law entitle the Company’s shareholders to exercise their appraisal right (the “Appraisal Right”), if the Managers were not in charge of the Company’s management and if neither them nor their Affiliates shall have approved such shareholder resolution or, if approved, if their aggregate vote shall not have been determinant for adopting the relevant shareholder resolution, the holders of Warrants may, in respect of the Underlying Shares acquired by them upon exercise of the Warrants, exercise the Appraisal Right under the conditions set forth in Section 245 of the Companies Law, always provided that: (i) the term for exercising the Appraisal Right shall expire 30 days after the adjournment of the relevant shareholders’ meeting; and (ii) the price per share to be received by the party who exercises the Appraisal Right shall be equal to the price received by the Company’s shareholders who exercised the Appraisal Right (the “Appraisal Price”). The Company shall give notice to the Registrar and the holders of Warrants of the occurrence of any event that entitles to the exercise of the Appraisal Right within 3 days following the adjournment of the relevant shareholders’ meeting.
Appraisal Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Appraisal Right") to Dispose of all or any portion of its Partnership Interest (the "Offered Interest") pursuant to this Section 3 by delivery of written notice (the "Appraisal Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date).
(b) For a period of fifteen (15) days after receipt of the Appraisal Notice (the "AOLTW Option Period"), AOLTW shall have the right (the "AOLTW Option") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Purchase Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Offered Interest FMV (as defined in Section 3(d) below). The AOLTW Option shall be exercisable by giving written notice (the "AOLTW Exercise Notice") of the exercise thereof, prior to the expiration of the AOLTW Option Period, to the Selling Partner, with a copy to the Company, which notice shall state the portion of the Offered Interest to be purchased by AOLTW. Upon delivery of the AOLTW Exercise Notice, AOLTW shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the Offered Interest specified in the AOLTW Exercise Notice for the AOLTW Purchase Price. The failure of AOLTW to respond within the AOLTW Option Period shall be deemed to be an election by AOLTW not to purchase any of the Offered Interest and shall be a waiver of the AOLTW Option, provided that AOLTW may elect not to purchase the Offered Interest and to waive its rights under this Section 3(b) prior to the expiration of the AOLTW Option Period by giving written notice to the Selling Partner, with a copy to the Company.
(c) If AOLTW does not elect to purchase all of the Offered Interest, then the Company shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the remaining portion of the Offered Interest for a purchase price (the "Company Purchase Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Offered Interest FMV.
Appraisal Right. Upon Borrower's compliance with Section 2.2.4 herein, the third paragraph on page 2 of the Note is hereby deleted in its entirety; and
Appraisal Right. In the event that any appraisal is required or desired by Lender (no more than annually unless an Event of Default exists), the Federal Deposit Insurance Corporation, the Office of Comptroller of Currency or other governmental entity or quasi-governmental entity which has the authority and power to regulate the business and other activities of Lender (“Regulatory Authority”), Lender may (at Borrower’s sole cost and expense) obtain an appraisal of the Mortgaged Property in form, substance and by an appraising firm acceptable to Lender and, if applicable, the Regulatory Authority requiring such appraisal. All appraisals will be performed by state certified appraisers estimating the market value as defined in the Uniform Standards of Professional Appraisal Practice and will need all the requirements and instructions found in the regulations at 12 C.F.R. Part 34.44.
Appraisal Right. 40 Section 11.6 Effect of Merger or Consolidation.................40 Section 11.7 Business Combination Limitations..................40
Appraisal Right. The Lender shall have the right exercisable at any time to obtain an appraisal of the Project at Borrower's expense for purposes of determining the loan-to-value ratio."
(t) A new Exhibit B-1 is hereby added in the form of Exhibit B-1 attached hereto.