Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Company and acceptable to such Holder, with all costs thereof borne by the Company; PROVIDED, that if the determination of such fair value by the investment banking firm does not exceed the Board of Directors' determination of fair value by more than 10%, then the costs of such investment banking firm shall be borne by the Majority Holders.
Appears in 1 contract
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by Holderthe holder hereof, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Company and acceptable to such Holder, with all costs thereof borne by the Company; PROVIDED, that if the determination of such fair value by the investment banking firm does not exceed the Board of Directors' determination of fair value by more than 10%, then the costs . The fee of such investment banking firm shall be borne paid by the Majority HoldersCompany, unless such fair market value as determined by the investment banking firm is more than 95% of the fair market value determined by the Board of Directors of the Company, in which case the challenging holders shall be jointly and severally liable for such fee.
Appears in 1 contract
Sources: Warrant Agreement (Southwest Texas Packaged Ice Inc)
Challenge to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 47, such determination may be challenged in good faith by Holderthe Majority Holders, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Company and acceptable to such Holder, with all costs thereof borne by the Company; PROVIDED, that if the determination of such fair value by the investment banking firm does not exceed the Board of Directors' determination of fair value by more than 10%, then the costs . The fee of such investment banking firm shall be borne paid by the Majority HoldersCompany, unless such fair market value as determined by the investment banking firm is more than 95% of the fair market value determined by the Board of Directors of the Company, in which case the challenging Holders shall be jointly and severally liable for such fee.
Appears in 1 contract