Requisite Majority. If they fail to agree on such appraiser, then each of the Company and such Requisite Majority shall promptly engage a nationally or internationally recognized investment banking firm, certified public accounting firm or business appraisal firm not providing services to the Company or such holders of Bridge Notes (as defined in the Note) at the time of the engagement to determine such fair market value within a 30-day period. If the higher appraisal is no more than 10% greater than the lower appraisal, the average of the appraisals will be deemed to be the fair market value of such securities. If the higher appraisal is more than 10% greater than the lower appraisal, the Company and such holders agree to negotiate in good faith for an additional 15 days to determine such fair market value. If at the end of such 15-day period, the parties are unable to reach agreement with respect to a mutually acceptable fair market value, then the two appraisers shall promptly thereafter select a third appraiser not providing services to the Company or such holders at the time of the engagement to complete an appraisal within 30 days. The average of the two closest appraisals shall be the fair market value and shall be binding on the Company and all holders of Bridge Notes. The cost of any such appraisers would be shared equally among the Company, on the one hand, and such holders of Bridge Notes, on the other hand. Notwithstanding the foregoing, if this Warrant is automatically exercised pursuant to Section 7 upon an IPO, the Market Price shall mean the price to the public in such IPO.
Appears in 2 contracts
Sources: Warrant Agreement (Clearside Biomedical, Inc.), Warrant Agreement (Clearside Biomedical, Inc.)