Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:
Valuation of Non-Cash Consideration. Any valuation of non-cash consideration included in a Third Party Offer will be, in the case of: (i) Marketable Securities, calculated based on the weighted average closing price of those securities on the exchange or market on which the securities are primarily traded for the twenty trading days ended at the close of business on the day prior to delivery of the applicable notice, and (ii) other non-cash consideration, the fair market value thereof as determined in good faith by the Board of Directors, provided, that, if any Shareholder objects to any such determination within ten (10) days of receiving notice thereof, such fair market value will be determined by an independent investment banking or business valuation firm mutually agreeable to the Board of Directors and an Investors Majority (the costs of which shall be borne by the Corporation).
Valuation of Non-Cash Consideration. In the event that the Parties cannot agree on value of the consideration payable in property other than cash, then the value of such property shall be established by an internationally reputable appraiser jointly selected by, (i) in the case of the Preemptive Right, the Company and the PR Holders that have elected to purchase a majority of the Issuance Shares to be purchased by the PR Holders, (ii) in the case of the Right of First Refusal, the Transferor and the ROFR Holders that have elected to purchase a majority of the Transfer Shares to be purchased by the ROFR Holders. If such valuation is not completed before the deadline for closing of the issuance of the Issuance Shares to the PR Holders or the sale of the Transfer Shares to the ROFR Holders, then such deadline shall be extended to the date that is ten (10) days after such valuation is completed.
Valuation of Non-Cash Consideration. Any valuation of non-cash consideration paid to Company as a result of the Enforcement Activities or a Sale Transaction shall be made in Company’s reasonable discretion in accordance with generally accepted accounting principles related to the valuation of non-cash consideration or non-marketable securities. Company shall have the right (in its sole and absolute discretion) to distribute to Solid an equivalent amount of cash in lieu of any non-cash consideration. SECTION 3 NO PARTNERSHIP, JOINT VENTURE, AGENCY OR GRANT OF MANAGEMENT OR EQUITY INTERESTS INTENDED; TAX ISSUES; AUTHORITY
Valuation of Non-Cash Consideration. For purposes of this Operating Agreement, the procedure for valuing any non-cash consideration shall be as follows: If the parties cannot otherwise agree, each party shall select a qualified appraiser and the appraisers so selected shall jointly select an appraiser, and the valuation of the appraiser so selected shall be binding on all parties. Such valuation shall be based on an arm’s length cash sale of the assets. If the non-cash consideration being valued is real property, the selected appraiser shall be an MAI appraiser.
Valuation of Non-Cash Consideration. In the event that the Parties cannot agree on value of the consideration payable in property other than cash, then the value of such property shall be established by an internationally reputable appraiser selected by the applicable Non-Selling Shareholders that have elected to purchase a majority of the Offered Shares to be purchased by the Non-Selling Shareholders. If such valuation is not completed before the deadline for closing of the sale of the Offered Shares to the Non-Selling Shareholders, then such deadline shall be extended to the date that is ten (10) days after such valuation is completed.
Valuation of Non-Cash Consideration a. The fair market value of non-cash consideration in the Bona Fide Offer consisting of marketable securities shall be paid by Lender based upon the average closing price for such marketable securities for the twenty (20) trading days ending on the date immediately prior to the purchase by Lender hereunder. The Lender, at its option, may pay in cash or in stock of the Lender, based upon the average closing prices for stock of the Lender for the twenty (20) trading days ending on the date immediately prior to the purchase by Lender hereunder.
Valuation of Non-Cash Consideration. If any of the assets or other property of the Company distributed to the Holders in connection with any Liquidation are other than cash, then the value of such assets or other property shall be their fair market value as mutually determined by the Board of Directors of the Company and the Holders of a majority of the then outstanding Series A Preferred Stock, or if the Board of Directors of the Company and the Holders of a majority of the then outstanding Series A Preferred Stock shall fail to agree, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Holders of a majority of the then outstanding Series A Preferred Stock; except that any publicly traded securities to be distributed to shareholders in a Liquidation shall be valued as follows:
Valuation of Non-Cash Consideration. In the event that the Parties cannot agree on the value of the consideration payable in property other than cash, then the value of such property shall be established by an internationally reputable appraiser jointly selected by, (i) in the case of the Preemptive Right, the Company and the Investor; and (ii) in the case of the Right of First Refusal, the Transferor and the Investor. If such valuation is not completed before the deadline for closing of the issuance of the Issuance Shares to the Investor or the sale of the Transfer Shares to the Investor, then such deadline shall be extended to the date that is ten (10) calendar days after such valuation is completed.
Valuation of Non-Cash Consideration. If any consideration offered pursuant to this Exhibit D will be payable in property other than cash, then the value of such property shall be determined by an internationally reputable appraiser (the “Appraiser”) jointly selected by, (i) in the case of the Preemptive Right, the Company and the Preferred Directors, or (ii) in the case of the Preferred Right of First Refusal, the Transferor, provided that the Appraiser shall not be an appraiser which has provided services to the Company or the Transferor (as applicable) for three (3) years before such appointment. Any valuation by the Appraiser shall be completed prior to an Issuance Notice (in the case of the Preemptive Right) or the Transfer Notice (in the case of the Preferred Right of First Refusal). All costs of the Appraiser shall be borne by (i) in the case of the Preemptive Right, the Company, or (ii) in the case of the Preferred Right of First Refusal, the Transferor.
