Purchase Price and Payment Date. The purchase price to be paid for either (a) the Partnership Interest of the transferring Partner described in Section 12.1 or (b) the Partnership Interests of the respective Partners described in Section 12.2, shall be computed as follows: (a) Within sixty (60) days after the occurrence of an event described in Section 12.1 or 12.2, the Limited Partners shall jointly appoint an investment banking firm or failing this joint action, each Limited Partner shall designate an investment banking firm. Within thirty (30) days after their appointment, the two designated investment banking firms shall designate a third investment banking firm (the "Neutral Investment Banker"). The failure by any Limited Partner to appoint an investment banking firm within the time allowed shall be deemed equivalent to appointing the other Limited Partner's investment banking firm as the jointly appointed investment banking firm. Within sixty (60) days after the appointment of the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, shall render its appraisal of the fair market value of the Partnership Interest(s) being purchased, which appraisal shall be binding and conclusive. The Partnership shall bear all appraisal expenses. (b) The payment date of the purchase price pursuant to this Section 12.3 shall not be later than sixty (60) days after the sixty (60) day period set forth in Section 12.3(a).
Appears in 1 contract
Sources: Limited Partnership Agreement (Texas Biotechnology Corp /De/)
Purchase Price and Payment Date. The For purposes of Sections 13.1 and 13.2, the purchase price to be paid for either (a) the Partnership Membership Interest of the transferring Partner described in Section 12.1 Member or (b) the Partnership Interests of the respective Partners described in Section 12.2, Occurrence Member shall be computed as follows:
(a) 13.3.1 Within sixty (60) days after the occurrence of an event described in Section 12.1 or 12.213.2, the Limited Partners Members shall jointly appoint an investment banking firm or failing this joint action, each Limited Partner shall designate an investment banking firm. Within thirty (30) days after their appointment, the two designated investment banking firms shall designate a third an additional investment banking firm (the "Neutral Investment Banker") (collectively, the Neutral Investment Banker and the two investment banking firms designated by the Members being referred to as the "Three Investment Bankers"). The failure by any Limited Partner Member to appoint an investment banking firm within the time allowed shall be deemed equivalent to appointing the other Limited PartnerMember's investment banking firm as the jointly appointed investment banking firm. Within sixty (60) days after the appointment of the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, the jointly appointed investment banking firm or the Neutral Three Investment BankerBankers, as the case may beby a majority vote, shall render its their appraisal of the fair market value of the Partnership Interest(s) Membership Interest being purchased, which appraisal shall be binding and conclusive. The Partnership Company shall bear all appraisal expenses.
(b) 13.3.2 The payment date of the purchase price pursuant to this Section 12.3 13.3 shall not be later than sixty (60) days after the sixty (60) day period set forth in Section 12.3(a13.3(a).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Techniclone Corp/De/)
Purchase Price and Payment Date. The purchase price to be paid for either (a) the Partnership Interest of the transferring Partner described in Section 12.1 or (b) the Partnership Interests of the respective Partners described in Section 12.2, shall be computed as follows:
(a) Within sixty (60) days after the occurrence of an event described in Section 12.1 or 12.2, the Limited Partners shall jointly appoint an investment banking firm or failing this joint action, each Limited Partner shall designate an investment banking firm. Within thirty (30) days after their appointment, the two designated investment banking firms shall designate a third investment banking firm (the "Neutral Investment Banker"). The failure by any Limited Partner to appoint an investment banking firm within the time allowed shall be deemed equivalent to appointing the other Limited Partner's investment banking firm as the jointly appointed investment banking firm. Within sixty (60) days after the appointment of the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, shall render its appraisal of the fair market value of the Partnership Interest(s) being purchased, [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. which appraisal shall be binding and conclusive. The Partnership shall bear all appraisal expenses.
(b) The payment date of the purchase price pursuant to this Section 12.3 shall not be later than sixty (60) days after the sixty (60) day period set forth in Section 12.3(a).
Appears in 1 contract
Purchase Price and Payment Date. The For purposes of Sections 13.1 and 13.2, the purchase price to be paid for either (a) the Partnership Membership Interest of the transferring Partner described in Section 12.1 Member or (b) the Partnership Interests of the respective Partners described in Section 12.2, Occurrence Member shall be computed as follows:
(a) Within sixty (60) days after the occurrence of an event described in Section 12.1 13.2 or 12.213.3, the Limited Partners Members shall jointly appoint an investment banking firm or failing this joint action, each Limited Partner shall designate an investment banking firm. Within thirty (30) days after their appointment, the two designated investment banking firms shall designate a third an additional investment banking firm (the "Neutral Investment Banker") (collectively, the Neutral Investment Banker and the two investment banking firms designated by the Members being referred to as the "Three Investment Bankers"). The failure by any Limited Partner Member to appoint an investment banking firm within the time allowed shall be deemed equivalent to appointing the other Limited PartnerMember's investment banking firm as the jointly appointed investment banking firm. Within sixty (60) days after the appointment of the jointly appointed investment banking firm or the Neutral Investment Banker, as the case may be, the jointly appointed investment banking firm or the Neutral Three Investment BankerBankers, as the case may beby a majority vote, shall render its their appraisal of the fair market value of the Partnership Interest(s) Membership Interest being purchased, which appraisal shall be binding and conclusive. The Partnership Company shall bear all appraisal expenses.
(b) The payment date of the purchase price pursuant to this Section 12.3 13.3 shall not be later than sixty (60) days after the sixty (60) day period set forth in Section 12.3(a13.3(a).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Icos Corp / De)