Valuation of the Company. Within thirty (30) days after the close of each fiscal year of the Company, the Members shall determine the value of the Company as of the close of such fiscal year. This value shall be used for purposes of the buy/sell provisions of Section 13 of this Agreement. In the event the Members fail to determine the value of the Company after any fiscal year of the Company as provided in this paragraph and valuation of the Company becomes necessary due to the buy/sell provisions of Section 13 of this Agreement, the value of the Company shall be determined by appraisal. Within fifteen (15) days after the need for the valuation arises, the Members and the legal representative of the Member whose death, incompetency or bankruptcy results in application of Section 13 of this Agreement shall, collectively, select an appraiser to determine the value of the Company as of the close of the last fiscal year of the Company prior to the date on which such valuation is to be applied. The appraiser shall be directed to determine a valuation within thirty (30) days after notification of selection and to make such determination without discount for lack of marketability or minority interest. In the event the Members and such legal representative cannot agree upon an appraiser within such fifteen (15) day period, the legal representative shall select an appraiser within fifteen (15) days after the expiration of the first fifteen (15) day period and the remaining Member(s), as a group, shall select an appraiser within fifteen (15) days after the LLC Agreement of Deep Pacific, LLC - 13 expiration of the first fifteen (15) day period. The appraisers shall be directed to independently determine their valuations within thirty (30) days after their selection without deduction for lack of marketability or minority interest and the value to be used for purposes of the buy/sell provisions of this Agreement shall be the arithmetic mean of the values determined by such appraisers. If a single appraiser is used, the cost of the appraiser shall be borne by the Company. If two appraisers are used, the estate of the deceased, incompetent, or bankrupt Member shall bear the cost of its appraiser and the remaining Member(s), as a group, shall bear the cost of its/their appraiser.
Valuation of the Company. (a) The Executive Committee has previously determined the aggregate equity value of the Company giving effect to the closing of the U.S. Cable Acquisition and the Capital Contributions to finance such Acquisition. Pursuant to Section 5.17 of this Agreement, the Members have ratified and approved such valuation, the issuance of additional Membership Units and related Percentage Interests as a result of the valuations, as set forth on Schedule B hereto. ----------
Valuation of the Company. The aggregate value of the Company's outstanding Common Stock, based upon the value of the Company as a going concern (without discount for illiquidity) and assuming that any control premium applies proportionately to all shareholders as determined by two independent investment banking firms, one selected by ELM and one selected by the Qualified Demand Shareholders which requested such Demand Registration. If such investment banking firms cannot agree on such valuation within 20 days, they shall jointly select an independent investment banking firm which independent investment banking firm shall make a determination within 20 days following its appointment. If such third appraisal falls within the range of the first two appraisals, the value determined by the third appraisal shall be used. If such third appraisal falls outside of the range of the first two appraisals, the average of the first two appraisals shall be used. Valuation Price per Share: The Valuation of the Company divided by the aggregate number of shares of Common Stock outstanding. Capitalized terms used herein and not defined herein have the meanings as defined in the Shareholders Agreement. Terms defined in the Exchange Act or the Securities Act and not otherwise defined herein have the meanings herein as therein defined. References to any Shareholder, Ball Shareholder or ELM shall be deemed to include such Person's successors pursuant to an Exempt Transfer; provided, however, that no successor of a Ball Shareholder pursuant to clause (i)(f) of the definition of Exempt Transfer shall be deemed to be a Ball Shareholder.
Valuation of the Company. The parties hereto acknowledge that the agreed value of the business of the Company used for purposes of determining the terms of the Option has been determined for purposes of this Agreement only and that the value of the Company, as a public company, will vary from time to time and the number of Optioned Shares may effect this valuation either way.
Valuation of the Company. The Class B Unit Price is based upon a fully-diluted pre-money valuation of $2,200,000 and a fully-diluted post money valuation of $2,699,999.50 (See "Capitalization" for further details on current capitalization structure of the Company).
Valuation of the Company. The Company and the Purchasers mutually agree that as at the date of execution of this Agreement and as at the Effective Date, the Company owns no businesses, assets or properties and has no operating subsidiaries. Accordingly, the Company’s Board of Directors and the Purchasers value each share of Common Stock an not more than two cents ($0.02) per share.
Valuation of the Company. Pursuant to Section 8.5(d) of the Third Amended and Restated Operating Agreement the Executive Committee has determined a new Company Valuation in the amount of $450 million giving effect to the closing of the Xxxxxxx Acquisition, the Triax Acquisition and the Capital Contributions to finance such Acquisitions (the "1999 Company Valuation"). Based on the 1999 Company Valuation, the Executive Committee has approved the issuance of additional Membership Units and related Percentage Interests, as set forth on Schedule B-2 hereto. ------------
Valuation of the Company. During the Valuation Period, ------------------------ Point West and the Specified Members shall attempt to agree upon a fair market value of the Company as of the Valuation Date (the "Fair Market Value"). If the ----------------- Members are unable to agree upon the Fair Market Value during the Valuation Period, then, within ten (10) business days after the end of the Valuation Period, each of Point West, on the one hand, and the other Members, on the other hand, shall appoint, at such party's sole cost and expense, an appraiser (a) with at least five (5) years of experience in appraising businesses, (b) with experience appraising finance companies, and (c) who is independent, i.e., has not previously acted in any capacity for any of Point West, Isard or XxXxxxxxx (all of such qualifications, the "Qualifications," and each appraiser so appointed, an "Approved Appraiser") to estimate, in its reasonable judgment, the Fair Market Value (each such evaluation, an "Appraisal"). Each Appraisal shall be completed within twenty (20) business days following the end of the Valuation Period, and copies of each Appraisal shall be delivered to Point West and the other Members immediately upon completion thereof. If, pursuant to the second sentence of this paragraph, only one Approved Appraiser is appointed, then such Approved Appraiser's Appraisal shall constitute the Fair Market Value. If an Approved Appraiser is appointed by each of the two eligible parties pursuant to the second sentence of this paragraph, then such Approved Appraisers shall meet promptly after both Appraisals have been
