Appraised Value per Unit definition
Appraised Value per Unit means, subject to the provisions set forth below in this definition, and as of the last day of the month completed most recently before the Company receives a Put Notice (the “Valuation Date”), the fair market value of each Issued Unit, less the amount of any cash distributed by the Company with respect to such Issued Unit between the Valuation Date and the closing of the purchase. In order to determine Appraised Value per Unit, the Appraised Value of the Company as a whole shall be determined. This shall reflect the equity value of the Company determined on a going concern basis and assuming a sale between a willing buyer and a willing seller pursuant to an orderly sale process designed to maximize the sales price payable in connection therewith and taking into account all other relevant factors determinative of value. The Appraised Value per Unit shall assume the sale of the Company’s assets for such Appraised Value of the Company as a whole and distribution of the net proceeds of such sale to the Company’s unitholders as determined on a Fully Diluted basis in accordance with Section 13.3 of the LLC Agreement. If Optionee delivers a Put Notice to the Company, the Company and Optionee shall first meet and attempt in good faith to make, by mutual agreement, the Appraised Value per Unit determination. If, despite such efforts, they are unable to so agree within 30 days after the Company receives the Put Notice, Appraised Value per Unit will be determined as follows. Within 45 days after the Company receives the Put Notice, the Company and Optionee shall each submit to the other the names of three national or regional investment banking firms, each of whom has experience investing in, financing or valuing companies engaged in a business comparable to the business of the Company. The Company and Optionee shall each, in good faith, believe that the persons submitted by him, her or it are objective, impartial and fully qualified to make the Appraised Value per Unit determination. From the six persons so chosen, the Company and Optionee, choosing alternatively, shall eliminate a total of four persons. The remaining two persons thus selected, acting independently, shall each make the Appraised Value per Unit determination, pursuant to the provisions set forth in this definition and shall submit to the Company and Optionee a written report setting forth such determination as soon as reasonably practicable, but in any event within 45 days after their selection. The...
Examples of Appraised Value per Unit in a sentence
Notwithstanding the delivery of a Put Notice, Optionee may revoke his or her exercise of the Put within 30 days following the Board’s delivery of written notice to Optionee regarding its determination of Imputed Transaction Value per Unit or the Company’s receipt of the written report regarding the determination of Appraised Value per Unit, as applicable, by delivering a written notice to the Company stating that such exercise is being revoked.