Valuation Procedure definition
Valuation Procedure means a determination made in good faith by the Board of Directors of the Company (the “Board”) that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board’s determination, which, in the case of a valuation in excess of $100 million, shall include the Board’s reliance on the valuation of a nationally recognized investment banking or appraisal firm, and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm’s-length transaction between a willing buyer and a willing seller (neither acting under compulsion).
Valuation Procedure means, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within 20 days following the event requiring such determination or (ii) in the absence of such an agreement, by an Independent Financial Expert selected in accordance with the further provisions of this definition. If required, an Independent Financial Expert shall be selected within five days following the expiration of the 20-day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Independent Financial Experts remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Independent Financial Expert. The Independent Financial Expert shall be instructed by the Company and the Requisite Holders to make its determination within 20 days of its selection. The fees and expenses of an Independent Financial Expert selected hereunder shall be paid by the Company unless the Independent Financial Expert's determination pursuant to the Valuation Procedure is within 5% of the amount proposed by the Company in connection with the Valuation Procedure and not agreed to by the Requisite Holders, in which case such fees and expenses shall be paid 50% by the Holders (on a pro rata basis) participating in the transaction to which the determination relates and 50% by the Company.
Valuation Procedure means a determination made in good faith by the Board that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board's determination, which, in the case of a valuation in excess of $25 million, shall include the Board's reliance on the valuation of a nationally recognized investment banking or appraisal firm, and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any discount or provision for a minority interest, lack of liquidity or similar discount.
Examples of Valuation Procedure in a sentence
If such determination involves or is based on a determination of the Fair Market Value of any securities or other assets or property, such determination shall be made in accordance with the Valuation Procedure.
If the Members are unable to agree on such value within fifteen days after the date of delivery of the Put/Call Notice, then such value will be determined immediately thereafter in accordance with the Valuation Procedure, and, if applicable, the Put/Call Closing Date will be delayed until such date (after completion of the applicable valuation) as may be selected by the Initial Member.
If such determination involves or is based on a determination of the fair market value of any securities or other assets or property, such determination shall be made in accordance with the Valuation Procedure.
The fair value of any such shares of stock or other securities or property shall be determined pursuant to the Valuation Procedure.
If any Common Stock, Options, Convertible Securities or Other Securities are issued or sold for consideration other than cash, then the amount of the consideration other than cash received by the Company shall be the fair market value of such consideration, as of the date of receipt, determined in accordance with the Valuation Procedure.
More Definitions of Valuation Procedure
Valuation Procedure means the following procedure: the Fair Market Value of the Assets or Securities shall be determined by internationally recognized investment banking firms, one firm appointed by Chargee (“Chargee Bank”) and one firm appointed by Chargor (“Chargor Bank”, together with Chargee Bank, the “Initial Banks”), and if a third is necessary as provided below, the Initial Banks shall appoint a third investment bank (“Third Bank”). Each Initial Bank’s determination shall be made and delivered to Chargee and Chargor within thirty (30) days following the date on which the second Initial Bank was appointed. If the determinations of the Fair Market Value of the Assets or Securities made by the Initial Banks are within ten percent (10%) of each other (i.e., the difference between the two determined Fair Market Value is equal to or less than ten percent (10%) of the higher determined Fair Market Value), then the average of the Chargee Bank-determined Fair Market Value and the Chargor Bank-determined Fair Market Value shall be used as the final Fair Market Value of the Assets or Securities. If the determinations of the Fair Market Value of the Assets or Securities made by the Initial Banks are not within ten percent (10%) of each other, then the determination of the Third Bank shall be delivered to Chargee and Chargor within thirty (30) days after the appointment of the Third Bank. The determination of the Fair Market Value of the Assets or Securities by such Third Bank, together with such determinations provided by the Initial Banks, will be used to determine the final Fair Market Value of the Assets or Securities as follows: (i) if the determination made by the Third Bank falls within the middle third of the range between the determinations made by the two Initial Banks (i.e., if the Third Bank determination is (1) greater than the sum of the lower determined Fair Market Values of the Initial Banks plus one-third (1/3) of the difference between the two determined Fair Market Values of the Initial Banks and (2) less than the sum of the lower determined Fair Market Value of the Initial Banks plus two-thirds (2/3) of the difference between the two determined Fair Market Values of the Initial Banks), then the final Fair Market Value of the Assets or Securities shall be the Fair Market Value determined by the Third Bank; and (ii) if the Fair Market Value of the Assets or Securities determined by the Third Bank falls outside the middle third of the range between the determinatio...
Valuation Procedure means, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the applicable Holders) made by an Appraiser selected by (a) upon the exercise of a Put Right, the Company, the Requisite JPMorgan Holders (if any JPMorgan Holders are selling Common Shares) and the Requisite MassMutual Holders (if any MassMutual Holders are selling Common Shares), (b) upon exercise of a Call Right, the Company and the Requisite Holders or (c) if the Company and such Holders are unable to agree upon an acceptable Appraiser within fifteen (15) days of commencement of this Valuation Procedure, the Appraiser will be selected by an arbitrator located in Chicago, Illinois selected by the American Arbitration Association (or if such organization ceases to exist, the arbitrator shall be chosen by a court of competent jurisdiction). Such arbitrator shall select the Appraiser (within ten (10) days after such arbitrator’s appointment) from a list, jointly prepared by the Board and the requisite Putting Holders, of not more than six Appraisers, of which no more than three may be named by the Board and no more than three may be named by the Putting Holders. Such arbitrator may consider, within the ten-day period allotted, arguments from the parties regarding which Appraiser to choose, but the selection by such arbitrator shall be made in its sole discretion from the list of six. The Company and the Putting Holders may submit to the Appraiser data as they may desire relating to the value of the Company, within ten (10) days after the appointment of the Appraiser, and the Appraiser shall as soon as practicable thereafter make its own determination of the fair market value of the Company. The fees and expenses of any arbitrator and any Appraiser shall be paid by the Company at any time that the Company exercises its Call Right, the first time that the Requisite JPMorgan Holders initiate a Put Right and the first time the Requisite MassMutual Holders initiate a Put Right. In all other instances, the fees and expenses of any arbitrator and any Appraiser shall be paid by the Putting Holders, pro rata, based on the ratio of the number of Common Shares put to the Company by each such Putting Holder to the number of Common Shares put to the Company by all such Putting Holders (including those withdrawn pursuant to a timely Put Withdrawal Notice). If required by any Appr...
Valuation Procedure means, with respect to the determination of ------------------- any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within thirty (30) days following the event requiring such determination or (ii) in the absence of such an agreement, by an Appraiser (as defined below) selected in accordance with the further provisions of this definition. If required, an Appraiser shall be selected within 10 days following the expiration of the 30- day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Appraisers remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Appraiser. The Appraiser shall be instructed by the Company and the Requisite Holders to make its determination within thirty (30) days of its selection. The fees and expenses of an Appraiser selected hereunder shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Holders (on a pro --- rata basis) participating in the transaction to which the determination relates. ---- As used herein, "Appraiser" shall mean (a) with respect to a determination of Market Value, a nationally-recognized investment banking firm and (b) with respect to a determination of Liquidation Value (or any other valuation required hereunder), a firm of the type generally considered to be qualified in making determinations of the type required.
Valuation Procedure means a determination of fair value of any securities (other than Common Stock) or property made in good faith by the Board of Directors (other than directors designated for nomination for holders of the Preferred Stock or their successors under the Stockholder Agreement); provided, that if the holders of a majority of the Preferred Stock object to such determination within 10 days of receipt of written notification thereof, then the fair value of such property shall be determined in good faith by a nationally recognized investment banking firm selected in good faith by the Board of Directors (other than directors designated for nomination by holders of the Preferred Stock or their successors under the Stockholder Agreement) and approved by the holders of a majority of the Preferred Stock, which approval will not unreasonably be withheld.
Valuation Procedure means a determination made in good faith by the Board of Directors of the Company (the "BOARD") that is set forth in resolutions of the Board that are certified by the Secretary of the Company, which certified resolutions (i) set forth the basis of the Board's determination, which, in the case of a valuation in excess of $5.0 million, shall include the Board's reliance on the valuation of a nationally recognized investment banking or appraisal firm (which firm shall be subject to the approval of the holders of Warrants exercisable for a majority of the securities issuable upon exercise of the outstanding Warrants and which approval shall not be unreasonably withheld), and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any provision for a minority interest or similar discount.
Valuation Procedure means, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on the Company and the Holders) made (i) by agreement among the Company and the Requisite Holders within twenty (20) days following the event requiring such determination or (ii) in the absence of such an agreement, by an Independent Financial Expert selected in accordance with the further provisions of this definition. If required, an Independent Financial Expert shall be selected within five (5) days following the expiration of the 20-day period referred to above, either by agreement among the Company and the Requisite Holders or, in the absence of such agreement, by lot from a list of four potential Independent Financial Experts remaining after the Company nominates three, the Requisite Holders nominate three, and each side eliminates one potential Independent Financial Expert. The Independent Financial Expert shall be instructed by the Company and the Requisite Holders to make its determination within 20 days of its selection. The fees and expenses of an Independent Financial Expert selected hereunder shall be paid by the Company.
Valuation Procedure means a determination made in good faith by (1) the Board that is set forth in resolutions of the Board that are certified by the Secretary of the Trust or (2) prior to an Initial Public Offering of the Trust, the general partners of the Company that is set forth in resolutions of such general partners that are certified by their respective Secretary, which certified resolutions (i) set forth the basis of the Board's or general partners' (as the case may be) determination which, in the case of a valuation in excess of $10 million, shall include the Board's or general partners' (as the case may be) reliance on the valuation of a nationally recognized investment banking or appraisal firm selected by the Holder and (ii) are delivered to the Holder within ten (10) Business Days following such determination. A Valuation Procedure with respect to the value of any capital stock shall be based on the price that would be paid for all of the capital stock of the issuer in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) without any discount or provision for a minority interest, lack of liquidity or similar discount.