Contest and Appraisal Rights Clause Samples
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Contest and Appraisal Rights. If the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 then the holder may by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereof, absent manifest error. The costs of conducting an appraisa...
Contest and Appraisal Rights. Upon each determination of Market Price or Fair Market Value, as the case may be, hereunder, the Company shall promptly give notice thereof to the Warrantholder, setting forth in reasonable detail the calculation of such Market Price or Fair Market Value, and the method and basis of determination thereof, as the case may be. If the Warrantholder shall disagree with such determination and shall, by notice to the Company given within fifteen (15) days after the Warrantholder’s receipt of the Company’s notice of such determination, elect to dispute such determination, such dispute shall be resolved through the Appraisal Procedure.
Contest and Appraisal Rights. Upon each determination of Market Price or Fair Market Value, as the case may be, hereunder, the Company shall promptly give notice thereof to the Warrantholder, setting forth in reasonable detail the calculation of such Market Price or Fair Market Value, and the method and basis of determination thereof, as the case may be. If the Warrantholder shall disagree with such determination and shall, by notice to the Company given within fifteen (15) days after the Warrantholder’s receipt of the Company’s notice of such determination, elect to dispute such determination, such dispute shall be resolved in accordance with this Section 15. In the event that a determination of Market Price or Fair Market Value is disputed, such dispute shall be resolved through the Appraisal Procedure.
Contest and Appraisal Rights. Upon each determination of Fair Market Value hereunder (other than a determination relating solely to setting the value of fractional shares), the Company shall promptly give notice thereof to all Warrantholders, setting forth in reasonable detail the calculation of such Fair Market Value and the method and basis of determination thereof, as the case may be. If the Requisite Holders shall disagree with such determination and shall, by notice to the Company given within 30 days after the Company's notice of such determination, elect to dispute such determination, such dispute shall be resolved in accordance with this Section 3.
Contest and Appraisal Rights. Upon each determination of Market Price or Fair Market Value, as the case may be, hereunder, the Company shall promptly give notice thereof to the Warrantholder, setting forth in reasonable detail the calculation of such Market Price or Fair Market Value, and the method and basis of determination thereof, as the case may be. If the Warrantholder (or if there is more than one Warrantholder, a majority in interest of Warrantholders) shall disagree with such determination and shall, by notice to the Company given within 15 days after the Company’s notice of such determination, elect to dispute such determination, such dispute shall be resolved in accordance with this Section 15. In the event that a determination of Market Price, or Fair Market Value (if such determination solely involves Market Price), is disputed, such dispute shall be submitted, at the Company’s expense, to a NASDAQ member firm selected by the Company and acceptable to the Warrantholder, whose determination of Market Price or Fair Market Value, as the case may be, shall be binding on the Company and the Warrantholder. In the event that a determination of Fair Market Value, other than a determination solely involving Market Price, is disputed, such dispute shall be resolved through the Appraisal Procedure.
Contest and Appraisal Rights. (a) If the holders of Warrants entitling such holders to purchase a majority of the Stock Units subject to purchase upon exercise of Warrants at the time outstanding (exclusive of Warrants then owned by Company or any Subsidiary (as defined in the Credit Agreement) or Affiliate (as defined in the Credit Agreement) thereof) (the “Required Interests”) shall disagree with the Company Determination and shall by notice to Company given within thirty (30) days after Company’s notice of the Company Determination (an “Appraisal Notice”) elect to dispute the Company Determination (which Appraisal Notice shall contain a list of not less than three (3) independent investment banks or qualified appraisal firms which are acceptable to such holders of the Warrants to calculate the Fair Market Value), such dispute shall be resolved as set forth in subsection (b) of this Section.
(b) Company shall within thirty (30) days after an Appraisal Notice shall have been given pursuant to subsection (a) of this Section engage one of the investment banks or other qualified appraisal firms on the list provided to Company by such holders of the Warrants in the Appraisal Notice (the “Appraiser”) to make an independent determination of Fair Market Value (the “Independent Appraiser Determination”). The Independent Appraiser Determination shall be final and binding on Company and all the Warrantholders. All costs of conducting the appraisal shall be borne by Company; provided that if the Company Determination is greater than the Independent Appraiser Determination by more than fifteen percent (15%), then, the costs of conducting the appraisal shall be borne entirely by the Warrantholders; provided that, in each case, costs separately incurred by Company and the Warrantholders shall be separately borne by them.
Contest and Appraisal Rights. (a) If the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of Warrants at the time outstanding and fully vested (exclusive of Warrants then owned by the Company or any Subsidiary (as defined in the Credit Agreement) or Affiliate (as defined in the Credit Agreement) thereof) (the "Required Interest") disagree with the Company Determination and by notice to the Company given within 30 days after receipt of notice of the Company Determination (an "Appraisal Notice") elect to dispute the Company Determination, such dispute shall be resolved as set forth in subsection (b) of this Section.
(b) The Company shall within 30 days after an Appraisal Notice shall have been given pursuant to subsection (a) of this Section engage an investment bank or other qualified appraisal firm reasonably acceptable to the Required Interest (the "Appraiser") to make an independent determination of Fair Market Value (the "Appraiser Determination"). The Appraiser Determination shall be final and binding on the Company and all Warrantholders. The costs of conducting the appraisal shall be borne solely by the Company.
Contest and Appraisal Rights. Upon each determination of Fair Market Value hereunder, the Company shall promptly give notice thereof to all Warrantholders, setting forth in reasonable detail the method and basis of determination of such Fair Market Value. If Holders of Warrants then exercisable into a majority in interest of the Conversion Shares concerning which the outstanding Warrants are then exercisable shall disagree with such determination and shall, by notice to the Company given within 30 days after the Company's notice of such determination, elect to dispute such determination, such dispute shall be resolved through the Appraisal Procedure.
Contest and Appraisal Rights. If (i) the Purchasers shall disagree with the Parent Determination and shall by notice to the Parent given within ten (10) days after the Parent's notice of the Parent Determination, elect to dispute the Parent Determination, then the Fair Market Value shall be determined by an Independent Financial Expert chosen by the Parent and the Purchasers. In the event the parties are unable to agree upon an Independent Financial Expert, each of them shall select an Independent Financial Expert, which shall prepare a determination of the Fair Market Value. The average of the two determinations of Fair Market Value shall constitute the Fair Market Value, unless such determinations of Fair Market Value vary by more than ten percent (10%), in which event such Independent Financial Experts shall select a third Independent Financial Expert who shall make a determination of the Fair Market Value. In such an instance, the average of the three determinations of Fair Market Value shall constitute the Fair Market Value. Such determination of Fair Market Value shall be binding upon the Company and the Parent and all holders of Notes and Warrant Certificates and shall be effective as the Fair Market Value for the date as of which such determination is made and for 180 days thereafter for all purposes of this Agreement and the other Transaction Documents. In making its determination of the Fair Market Value, each Independent Financial Expert shall use one or more valuation methods that such Independent Financial Expert, in its best professional judgment, determines to be most appropriate; however, in all cases, the determination of Fair Market Value shall be made without giving effect to any discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock due to the lack of a public market for such common stock.
Contest and Appraisal Rights. Upon each determination of Earnings Value, Fair Market Value and Market Price hereunder, the Company shall promptly give notice thereof to all Warrantholders, setting forth in reasonable detail the calculation of such Earnings Value or Market Price or the method and basis of determination of such Fair Market Value, as the case may be. If the Holder (or any permitted transferee of all of the Holder's outstanding Warrants) shall disagree with such determination and shall, by notice to the Company given within 15 Business Days after the Company's notice of such determination, elect to dispute such determination, such dispute shall be resolved in accordance with this Section 3.