Selection of Independent Investment Bank Sample Clauses

Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Common Stock as described in Section 6.2 of the Contract or (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contract, to select and retain a nationally recognized investment banking firm to determine the market value of such property as provided in the Contract, and to deliver to the Seller notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to consult with the Seller on such selection and retention as provided in such Section 8.1;
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Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Class A Common Stock as described in Section 6.2 of the Contract, (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contract, or (iii) the declaration or payment of a dividend or distribution to all holders of Class A Common Stock of evidences of its indebtedness or other non-cash assets or the issuance of Class A Common Stock rights or warrants as described in Section 6.1(c) of the Contract, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contract, and to deliver to Seller notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with Seller on such selection and retention as provided in such Section 8.1;
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Selection of Independent Investment Bank. Upon the occurrence of any event as a result of or in connection with which the Trust is required under a Contract to make a determination, calculation and/or adjustment using the services of an investment banking firm, to retain a nationally recognized independent investment banking firm retained by the Administrator to make such determination, calculation and/or adjustment as provided in such Contract, and to promptly (but, in any event, within one Business Day) after such notice is received from such investment banking firm of such determination, calculation and/or adjustment, to provide or cause to be provided, written notice thereof to the Holders and the applicable Shareholder. In the case of any such selection of an investment banking firm by the Administrator, to identify for the applicable Shareholder the firm proposed to be selected and retained, and to cause the Administrator to consult with such Shareholder on such selection and retention as provided in Section 8.1 of the Contract;
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Selection of Independent Investment Bank. At such times and for such purposes provided in the Contract, to select and retain a nationally recognized investment banking firm to determine the market value of such property as provided in the Contract, and to deliver to the Contracting Stockholders notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to consult with the Contracting Stockholders on such selection and retention as provided in such Section 8.1;
Sample 1
Selection of Independent Investment Bank. The Independent Investment Bank shall be mutually selected by Toray and all the Key Employees who are then eligible to receive a Payout pursuant to Section 4 hereof. In the event Toray and such Key Employees cannot agree on a selection within thirty (30) days following the delivery of the notice referred to in the first sentence of Section 5(c) hereof or by January 31, 1998, as applicable, each of Toray on the one hand and such Key Employees on the other shall select one Independent Investment Bank who shall be retained for the sole purpose of jointly selecting the Independent Investment Bank that shall conduct that valuation of Market Value. If such Key Employees cannot agree among themselves on a selection, the most senior corporate officer of the Company among them shall select on their behalf. Notwithstanding any of the above, the Independent Investment Bank that performs the valuation as of December 31, 1996 shall, if willing, also perform the valuation as of December 31, 1997.
Sample 1
Selection of Independent Investment Bank. Upon (A) receipt of notice of (i) the occurrence of a Reorganization Event in which property, other than cash or Marketable Securities, is to be received in respect of the Common Stock as described in Section 6.2 of the Contracts, (ii) the declaration by the Company of a record date in respect of the issuance to all or substantially all holders of Common Stock of rights or warrants to purchase Common Stock as described in Section 6.1(b) of the Contracts, (iii) the declaration or payment by the Company of a dividend or distribution to all or substantially all holders of Common Stock of evidences of its indebtedness or other non-cash assets as described in Section 6.1(c) of the Contracts, or (iv) the payment by the Company in respect of a tender or exchange offer for the Common Stock as described in Section 6.1(e) of the Contracts, or (B) the occurrence of any other event as a result of or in connection with which fair market value is required under the Contracts to be determined by a nationally reorganized investment banking firm, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contracts, and to deliver to the Sellers notice pursuant to Section 8.1 of the Contracts identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with the Sellers on such selection and retention as provided in such Section 8.1;
Sample 1
Selection of Independent Investment Bank. Upon receipt of notice of (i) the occurrence of a Reorganization Event in which property other than cash or Marketable Securities is to be received in respect of the Ordinary Shares as described in Section 6.2 of the Contract, (ii) an Excess Purchase Payment in which the Company has paid or will pay consideration other than cash as described in Section 6.1(d) of the Contract, or (iii) the declaration or payment of
Sample 1
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Selection of Independent Investment Bank. Upon (A) receipt of notice of (i) the occurrence of a Reorganization Event in which property, other than cash or Marketable Securities, is to be received in respect of the Common Stock as described in Section 6.2 of the Contract, (ii) the declaration by the Company of a record date in respect of the issuance to all holders of Common Stock of rights or warrants to purchase Common Stock as described in Section 6.1(b) of the Contract, (iii) the declaration or payment by the Company of a dividend or distribution to all holders of Common Stock of evidences of its indebtedness or other non-cash assets as described in Section 6.1(c) of the Contract, or (iv) the payment by the Company in respect of a tender or exchange offer for the Common Stock as described in Section 6.1(e) of the Contract, or (B) the occurrence of any other event as a result of or in connection with which fair market value is required under the Contract to be determined by a nationally reorganized investment banking firm, to retain the nationally recognized investment banking firm selected by the Administrator to determine the market value of such property as provided in the Contract, and to deliver to Seller notice pursuant to Section 8.1 of the Contract identifying the firm proposed to be selected and retained, and to cause the Administrator to consult with Seller on such selection and retention as provided in such Section 8.1;
Sample 1
Selection of Independent Investment Bank. The Independent Investment Bank shall be mutually selected by Toray and all the Key Employees holding Shares eligible for sale at the next Exercise Date. In the event Toray and such Key Employees cannot agree on a selection within thirty (30) days following the fourth, fifth, or sixth anniversary of the Closing or within thirty (30) days of delivery of notice to require the purchase or sale of Shares thereafter, each of Toray on the one hand and the relevant Key Employees on the other shall select one Independent Investment Bank who shall be retained for the sole purpose of jointly selecting the Independent Investment Bank that shall conduct that valuation of Market Value. If the relevant Key Employees cannot agree among themselves on a selection, the most senior corporate officer of the Company among them shall select on their behalf. Notwithstanding any of the above, the Independent Investment Bank that performs the valuation in connection with the First Exercise Date shall, if willing, also perform the valuations in connection with the Second Exercise Date and the Third Exercise Date.
Sample 1

Related to Selection of Independent Investment Bank

  • Termination of Investment The obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC.

  • Termination of Indenture Upon payment in full of the Principal Amount of, Make-Whole Amount, if any, and all accrued and unpaid interest on and other amounts then due with respect to the Equipment Notes and provided that there shall then be no other amounts then due to the Note Holders and the Indenture Trustee hereunder or under the Lease or the Refunding Agreement or otherwise secured hereby, the Lien of this Indenture shall be deemed discharged and the security interests in favor of the Indenture Trustee and the Note Holders hereunder shall terminate, and the Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee, an appropriate instrument evidencing the discharge of such Lien and the termination of such security interest in the Aircraft and release of the Indenture Documents from the assignment and pledge thereof hereunder, and the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner Trustee's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Trustee to give effect to such discharge, termination and release; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect as expressly provided pursuant to Article X hereof or upon any sale or other final disposition by the Indenture Trustee of all property part of the Trust Indenture Estate and the final distribution by the Indenture Trustee of all moneys or other property or proceeds constituting part of the Trust Indenture Estate in accordance with the terms hereof. Except as aforesaid otherwise provided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

  • PROVISION OF INVESTMENT SUB-ADVISORY SERVICES Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii) and Rule 17a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Sub-Advisor will, at its own expense:

  • Suitability of Investment Seller has carefully considered and has, to the extent it believes necessary, obtained professional legal, tax and financial advice concerning the suitability of its acquisition of the AmSurg Common Stock for its particular tax and financial situation. Seller is capable of evaluating and has evaluated carefully the merits and risks of its purchase of the AmSurg Common Stock and is able to bear the economic risk of an investment therein.

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

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