Appraisal Right Sample Clauses

Appraisal Right. If the Participant, in good faith, disagrees with the Board’s determination of the Fair Market Value of any illiquid assets (including the valuation of the Subsidiary, Blue Mountain Midstream LLC (“BMM”), if such Subsidiary is not sold or disposed of to a third party and is not publicly traded, or any illiquid consideration received in connection with a Change in Control or a sale of BMM) (the “Disputed FMV”), the Participant may request that the Board’s determination be reviewed by a mutually acceptable nationally recognized valuation firm (the “Appraiser”), taking into account relevant factors in accordance with applicable law (including applicable tax rules) (the “Appraisal”). The Participant shall have sixty (60) calendar days from the date on which the Company provides the Participant with the Board’s determination to provide the Company with written notice of such dispute (the “Dispute Notice”), which Dispute Notice shall include an acknowledgement of the Participant’s potential responsibility for fees and expenses payable pursuant to this dispute provision. If the Participant provides the Company with a Dispute Notice, the Company and the Participant shall work together in good faith to resolve the issues in dispute. If the Company and the Participant are unable to resolve all such disputed issues within ten (10) business days following the Company’s receipt of the Dispute Notice, the Participant may request the Appraisal. Any determination of the Appraiser pursuant to the foregoing provisions shall be a final and binding determination of the Disputed FMV on the Participant and the Company. If such Appraiser’s determination of the Disputed FMV is less than or equal to 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Participant up to a maximum of $400,000 in the aggregate, with the remaining costs and expenses borne by the Company. If the Appraiser’s determination of the Disputed FMV is more than 110% of the Disputed FMV determined by the Board, all costs and expenses associated with the Appraisal shall be borne by the Company. If the Appraisal with respect to the Disputed FMV results in a greater cash amount payable in respect of the Vested RSUs pursuant to Section 4(a)(B) or Section 4(a)(C), the additional cash amount shall be paid to the Participant within forty-five (45) days of the Appraisal completion date.
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Appraisal Right. In case of a shareholders’ resolution that involves any of the events which under Section 245 of the Companies Law entitle the Company’s shareholders to exercise their appraisal right (the “Appraisal Right”), if the Managers were not in charge of the Company’s management and if neither them nor their Affiliates shall have approved such shareholder resolution or, if approved, if their aggregate vote shall not have been determinant for adopting the relevant shareholder resolution, the holders of Warrants may, in respect of the Underlying Shares acquired by them upon exercise of the Warrants, exercise the Appraisal Right under the conditions set forth in Section 245 of the Companies Law, always provided that: (i) the term for exercising the Appraisal Right shall expire 30 days after the adjournment of the relevant shareholders’ meeting; and (ii) the price per share to be received by the party who exercises the Appraisal Right shall be equal to the price received by the Company’s shareholders who exercised the Appraisal Right (the “Appraisal Price”). The Company shall give notice to the Registrar and the holders of Warrants of the occurrence of any event that entitles to the exercise of the Appraisal Right within 3 days following the adjournment of the relevant shareholders’ meeting.
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Appraisal Right. Upon Borrower's compliance with Section 2.2.4 herein, the third paragraph on page 2 of the Note is hereby deleted in its entirety; and
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Appraisal Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Appraisal Right") to Dispose of all or any portion of its Partnership Interest (the "Offered Interest") pursuant to this Section 3 by delivery of written notice (the "Appraisal Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date).
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Appraisal Right. In the event that any appraisal is required or desired by Lender (no more than annually unless an Event of Default exists), the Federal Deposit Insurance Corporation, the Office of Comptroller of Currency or other governmental entity or quasi-governmental entity which has the authority and power to regulate the business and other activities of Lender (“Regulatory Authority”), Lender may (at Borrower’s sole cost and expense) obtain an appraisal of the Mortgaged Property in form, substance and by an appraising firm acceptable to Lender and, if applicable, the Regulatory Authority requiring such appraisal. All appraisals will be performed by state certified appraisers estimating the market value as defined in the Uniform Standards of Professional Appraisal Practice and will need all the requirements and instructions found in the regulations at 12 C.F.R. Part 34.44.
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Appraisal Right. 40 Section 11.6 Effect of Merger or Consolidation .................................. 40 Section 11.7 Business Combination Limitations ................................... 41
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Appraisal Right. At any time after the earlier of (a) June 30, 1997, if the City Approval shall not have theretofore been obtained, and (b) the date, if any, which Peninsula Partnership shall abandon its effort to obtain the City Approval, Seller shall have the right, by written notice to Purchaser (the "Appraisal Notice"), to cause the Restaurant Site and the buildings and the improvements located thereon (the "Restaurant Property") to be appraised as hereinafter provided and to elect to receive as the Additional Purchase Price forty- nine and nine-tenths percent (49.9%) of the Appraised Value (as hereinafter defined). Notwithstanding anything to the contrary contained in the preceding sentence, Seller hereby agrees that if, on June 30, 1997, Peninsula Partnership has not obtained, but is diligently pursuing, the City Approval, Purchaser shall have the right (unless an appeal or referendum shall have been filed as described in Section 2.1(b) and in the case of an appeal, the 120 day period referred to in said Section shall expire later than October 31, 1997), by notice to Seller, to extend the aforesaid June 30, 1997 date to the earlier of (A) a date specified in Purchaser's notice, which date shall be no later than October 31, 1997 and (B) the date, if any, on which Peninsula Partnership shall abandon its effort to obtain the City Approval. Purchaser hereby agrees that in the event that Peninsula Partnership abandons its effort to obtain the City Approval or modifies in any material respect its application for the same, Purchaser shall promptly so notify Seller. Whenever, pursuant to this Section 2.4, the Appraised Value is to be determined, such determination shall be made as follows: Seller and Purchaser shall make good faith efforts to determine by mutual agreement the fair market value of the Restaurant Property based on (a) the highest and best permitted use of the Restaurant Site as of the date of such determination, (b) the probability that the City Approval will or will not be obtained, (c) the assumption that the Restaurant Property is unencumbered by any mortgage or deed of trust, and (d) the assumption that the Restaurant Property has been properly subdivided, if necessary, from the remainder of the Peninsula Premises, has access (either directly or by way of easements or similar rights) to public roads, utilities and parking and is otherwise capable of being operated as a free-standing property in a manner consistent with the assumed use of the Restaurant Pro...
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Appraisal Right. The Lender shall have the right exercisable at any time to obtain an appraisal of the Project at Borrower's expense for purposes of determining the loan-to-value ratio."
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Related to Appraisal Right

  • Appraisal Rights Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

  • No Appraisal Rights Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.

  • Waiver of Appraisal Rights Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger.

  • Appraisal The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

  • No Exercise of Appraisal Rights Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise in connection with the Merger unless the Merger Agreement is validly terminated in accordance with its terms.

  • Appraisal Procedure For determining the Fair Market Sales Value of the Properties or any other amount which may, pursuant to any provision of any Operative Agreement, be determined by an appraisal procedure, Lessor and Lessee shall use the following procedure (the "Appraisal Procedure"). Lessor and Lessee shall endeavor to reach a mutual agreement as to such amount for a period of ten (10) days from commencement of the Appraisal Procedure under the applicable section of the Lease, and if they cannot agree within ten (10) days, then two (2) qualified appraisers, one (1) chosen by Lessee and one (1) chosen by Lessor, shall mutually agree thereupon, but if either party shall fail to choose an appraiser within twenty (20) days after notice from the other party of the selection of its appraiser, then the appraisal by such appointed appraiser shall be binding on Lessee and Lessor. If the two (2) appraisers cannot agree within twenty (20) days after both shall have been appointed, then a third appraiser shall be selected by the two (2) appraisers or, failing agreement as to such third appraiser within thirty (30) days after both shall have been appointed, by the American Arbitration Association. The decisions of the three (3) appraisers shall be given within twenty (20) days of the appointment of the third appraiser and the decision of the appraiser most different from the average of the other two (2) shall be discarded and such average shall be binding on Lessor and Lessee; provided, that if the highest appraisal and the lowest appraisal are equidistant from the third appraisal, the third appraisal shall be binding on Lessor and Lessee. The fees and expenses of the appraiser appointed by Lessee shall be paid by Lessee; the fees and expenses of the appraiser appointed by Lessor shall be paid by Lessor (such fees and expenses not being indemnified pursuant to Section 11 of the Participation Agreement); and the fees and expenses of the third appraiser shall be divided equally between Lessee and Lessor.

  • Agreement Not to Exercise Appraisal Rights Stockholder shall not exercise any rights (including under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares that may arise with respect to the Merger.

  • Appraisal Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.07, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.07. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

  • Absence of Appraisal or Dissenters’ Rights No Shareholder shall be entitled, as a matter of right, to relief as a dissenting Shareholder in respect of any proposal or action involving the Trust or any Series or any Class thereof.

  • Appraisal and Dissenters’ Rights No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

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