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.
Appears in 2 contracts
Sources: Amendment Agreement (Jumbosports Inc), Warrant Agreement (Medaphis Corp)