Common use of Challenge to Good Faith Determination Clause in Contracts

Challenge to Good Faith Determination. Whenever the Board shall be required to make a determination in good faith of the Fair Value of any item under this Article 3, the Majority Holders may challenge such determination in good faith by notifying the Board in writing of the Majority Holders' determination of the Fair Value of such item. Any such dispute shall be resolved by an Independent Investment Banking Firm selected by the Majority Holders and reasonably acceptable to the Company. The expenses of any challenge made by the Majority Holders hereunder to be paid by the Company shall be the amount obtained by multiplying (a) the aggregate amount of such expenses and (b) the percentage up to 100% obtained by dividing (i) the difference between the Fair Value determined by the Independent Investment Banking Firm and the Fair Value claimed by the Company by (ii) the difference between the Fair Value claimed by the Majority Holders and the Fair Value claimed by the Company. Any remaining amounts will be paid by the Majority Holders.