Independent Financial Expert Sample Clauses

Independent Financial Expert a nationally recognized financial advisory firm mutually agreed by the Company and the Majority Holders. If the Company and the Majority Holders are unable to agree on an Independent Financial Expert for a valuation contemplated herein, each of them shall choose promptly a separate Independent Financial Expert and these two Independent Financial Experts shall choose promptly a third Independent Financial Expert to conduct such valuation.
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Independent Financial Expert. To the extent that the Current Market Price is required to be determined in accordance with the last sentence of Section 2.05, an independent appraisal firm or investment bank experienced in the valuation of such securities and which is not affiliated with the Warrantholder (the “Independent Financial Expert”) shall be selected in good faith by the Warrantholder exercising the Conversion Right and approved by the Corporation (excluding those directors affiliated with the Warrantholder exercising the Conversion Right), which approval shall not be unreasonably withheld or delayed. If the Corporation and the Warrantholder exercising the Conversion Right are unable to agree on the selection of an independent appraiser within 30 days of the date when the Warrantholder exercising the Conversion Right first delivered notice in writing to the Corporation of the name of a proposed independent appraiser, then the Warrantholder exercising the Conversion Right may request the President of the American Arbitration Association to appoint an independent appraiser and such appointment shall be final and binding for purposes of determination of the Current Market Price in question. The Independent Financial Expert shall determine the Current Market Price. The determination of the Current Market Price for the Applicable Share by the Independent Financial Expert as of the date of determination shall mean the price that a willing buyer would pay to a willing seller for the Applicable Share in an arm’s length transaction, with neither party being under any immediate obligation or need to consummate the transaction, it being understood that the buyer and seller in arriving at such price in determining the value of the Applicable Share would each consider, among other factors: (a) the past and prospective earnings of the Corporation; (b) the initial public offering value of the Corporation if shares of Common Stock of the Corporation were to be offered to the public in a widely distributed initial public offering and listed on one or more major stock exchanges or quoted on the NASDAQ National Market; (c) comparable stock market valuations assuming such shares of Common Stock were publicly traded and widely distributed; and (d) the value of the Corporation in connection with an auction of the Corporation as a going concern; provided that such valuation shall exclude any minority discount or discount for lack of liquidity. The Corporation shall furnish to the Independent Financial...
Independent Financial Expert. Any decision made by an Independent Financial Expert under this Agreement shall be final and binding on all parties hereto, and shall not be subject to appeal or arbitration.
Independent Financial Expert. (a) The Company shall select the Independent Financial Expert by delivering, or causing to be delivered, in accordance with Section 7.5 to each Registered Holder at its address as it shall appear upon the Warrant Register of the Company (the date on which such notice is delivered, the “Notice Date”), a notice of such selected Independent Financial Expert. If the Required Holders object to the selected Independent Financial Expert and deliver written notice of such objection to the Company in accordance with Section 7.5 within seven calendar days following the Notice Date, the Company and the Required Holders will jointly select the Independent Financial Expert within 10 calendar days following the Notice Date (it being acknowledged and agreed that the Company, on the one hand, and the Required Holders, on the other hand, shall use their respective reasonable efforts to negotiate in good faith to select an Independent Financial Expert during such period). If the Company and the Required Holders are unable to agree upon the selection of an Independent Financial Expert within such 10 day period, the Required Holders shall select promptly, but no later than the 14th day following the Notice Date, a separate Independent Financial Expert, and such Independent Financial Expert and the Independent Financial Expert selected by the Company shall select promptly, but no later than 21 calendar days following the Notice Date, a third Independent Financial Expert, which will be the Independent Financial Expert for purposes of this Agreement. The fees, costs, expenses and disbursements of the Independent Financial Expert shall be paid by the Company.
Independent Financial Expert. 5.01(1) Institutional Accredited Investor..................................1.07(a)(y)(C) Lenders............................................................
Independent Financial Expert. 5.01(m) Indenture...............................................................................

Related to Independent Financial Expert

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Independent Auditor The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member, which may also be the Member’s independent auditor.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to an ICT technical, financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure by either Party to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his/her appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Expert Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person:

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.11, AstraZeneca and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [* * *] days after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 or AstraZeneca shall reimburse the excess payments, as applicable.

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