Determination of Fair Value. The determination of the appraiser shall be a final and binding determination of Fair Value. If such appraiser determines Fair Value to be 105% or more of the Fair Value determined by the Board, then the Company shall pay the cost of all such appraisers. If such appraiser determines the Fair Value to be less than 105% of the Fair Value determined by the Board, then the Participant shall pay the cost of all such appraisers.
Determination of Fair Value. For purposes of this Section 4, fair market value of a Share and of a Converted Warrant Share as of a particular date shall be determined as follows:
Determination of Fair Value. The “Fair Value” of a Membership Interest shall be the amount that would be distributable to the Member holding such interest in the event that the assets of the Company were sold for cash and the proceeds, net of liabilities, were distributed to the holders of all Membership Interests pursuant to this Agreement. In the event that the Fair Value of a Membership Interest is to be determined under this Agreement, the Managers shall select a qualified independent appraiser to make such determination, and the Managers shall make the books and records available to the appraiser for such purpose. The determination of Fair Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest.
Determination of Fair Value. For purposes of Section 10.3, the “Fair Value” of the Bankrupt Member’s Interest shall be the amount such Member would receive if the assets of the Company were sold for their fair market value, the Company’s liabilities were paid in full, gain or loss from the sale was allocated in accordance with the applicable terms of this Agreement, and the sales proceeds were distributed in accordance with the applicable terms of this Agreement. For purposes of this Section 10.4, the “Fair Value” of the Company shall be determined, as of the effective date of the applicable Event of Bankruptcy, by the average of two independent appraisals conducted by state certified appraisers, with the first appraiser chosen by the purchasing Member(s), and the other to be chosen by the Bankrupt Member or its personal representative, as the case may be, within fifteen (15) days after the effective date of notice of the appointment of the first appraiser, provided that if the Bankrupt Member or its personal representative, as the case may be, fails to timely appoint the second appraiser, then the determination of the first appraiser of the Fair Value of the Company shall be binding on all interested Persons. In the event the Non-Bankrupt Member should exercise the option provided in Section 10.1 hereof, the Non-Bankrupt Member shall receive a credit towards the Fair Value of the Bankrupt Member’s Interest in the amount of the cost of such appraisal(s). Back to Table of Contents
Determination of Fair Value. The Fair Value of the --------------------------- Membership Interest of Chu or XxXxxxxxx for purposes hereof shall be determined as follows.
Determination of Fair Value. The Founding Shareholders shall negotiate in good faith for a period of twenty (20) calendar days from the date of the event giving rise to the need for a determination of Fair Value to determine the Fair Value. If the Founding Shareholders are unable to reach a mutual determination of Fair Value within such twenty (20) calendar day period, each Founding Shareholder shall promptly appoint a qualified, recognized appraiser of international standing (such as, by way of example only, the valuation group of an international accounting firm or a global investment bank) with substantial experience in valuing companies with a [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED size, organization, assets and principal place of business similar to that of the JVCO Entities (each, an “Advisor”), and each such Advisor shall deliver a written opinion with supporting materials as to the Fair Value (an “Advisor’s Report”) to each of the Founding Shareholders concurrently within twenty (20) Business Days of its appointment (the “Opinion Period”). If the Fair Value determined by an Advisor is presented in such Advisor’s Report as a range of values, then the Fair Value for purposes of such Advisor’s Report shall be deemed to be the arithmetic average of such range. If only one Advisor timely delivers its Advisor’s Report, the value determined by such Advisor shall be deemed to be the Fair Value for purposes hereof. If both of the Advisors timely deliver Advisor’s Reports, and if the difference between the Fair Values submitted by each such Advisor equals [*] or less of the higher value, then the Fair Value of the JVCO for purposes hereof shall be deemed to be the arithmetic average of the Fair Values submitted by such Advisors. If the difference between the two values is greater than [*] of the higher value, then the Founding Shareholders shall negotiate in good faith for a period of five (5) Business Days from the expiration of the Opinion Period to try to determine the Fair Value, provided that, if the Founding Shareholders cannot agree during such period, the Founding Shareholders shall jointly select a third Advisor that has not been engaged by either Founding Shareholder or their respective Affiliates in any capacity during the two (2) year period preceding such date, which third Advisor shall be required to choose only one ...
Determination of Fair Value. The repurchase price payable by the Company upon exercise of the Put Right or the Call Right shall be equal to the fair market value of the purchased Class A Units as determined in accordance with this Section 11.3.
Determination of Fair Value. 16 11. Terms and Consequences of Transfers of Shares...................... 17 12.
Determination of Fair Value. 10.1 The "
Determination of Fair Value. (a) Determination by experts
