Independent Financial Expert

Independent Financial Expert. Shall mean a reputable accounting, appraisal or investment banking firm that is, in the reasonable judgment of the board of directors of the Company, qualified to perform the task for which such firm has been engaged hereunder, is nationally recognized and disinterested and Independent with respect to the Company and its Affiliates and is reasonably acceptable to the Required Holders.

Independent Financial Expert. Means a nationally recognized investment banking firm that does not (and whose directors, officers, employees and Affiliates do not) have a direct or indirect financial interest in the Company or any of its Affiliates, that has not been and at the time it is called upon to give independent financial advice to the Company is not (and none of whose directors, officers, employees or Affiliates is) a promoter, director or officer of the Company or any of its Affiliates, and that does not provide... any advice or opinions to the Company or any of its Affiliates. View More

Independent Financial Expert. Any Financial Expert selected by the Company that either (i) is reasonably acceptable to the Holders of Warrant Certificates evidencing a majority of the outstanding Warrants or (ii) is a firm (x) which does not (and the directors, officers, employees, affiliates or stockholders of which, to the knowledge of the Company, do not) have a material direct or indirect interest in the Company or any of its subsidiaries or Affiliates, as determined by the Board of Directors of the Company in its good... faith judgment, (y) which has not been within the last three years, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of the directors, officers, employees, affiliates or stockholders of which, to the knowledge of the Company, is) a director or officer of the Company or any of its subsidiaries or Affiliates and (z) which does not provide any advice or opinions to the Company except as an independent financial expert or as an investment bank or in connection with this Agreement (in any case, for which it may be compensated without compromising its independence). View More

Independent Financial Expert. Means a nationally recognized investment bank that does not (and whose directors, executive officers and 5% stockholders do not) have a direct or indirect financial interest in the Company, the Holders, or any of their respective subsidiaries or Affiliates, which ... has not been for at least five years, and at the time it is called upon to give independent financial advice to the Company is not (and none of its directors, executive officers or 5% stockholders is), a promoter, director, or officer of the Company, the Holders or any of their respective subsidiaries or Affiliates. The Independent Financial Expert may be compensated and indemnified by the Company for opinions or services it provides as an Independent Financial Expert. View More

Independent Financial Expert. Means a nationally recognized investment banking or other valuation firm that specializes in providing valuation-related services that (i) is selected by the CEO and is reasonably acceptable to MSCP III, (ii) does not (and whose directors, officers, employees and Affiliates do not) have a direct or indirect material financial interest in or other material relationship with the Company, the MSCP Entities, the Grantees or any of their respective Affiliates, and (iii) has not been and, ... at the time it is called upon hereunder is not (and none of whose directors, officers, employees or Affiliates is), a director or officer of the Company, the MSCP Entities or any Affiliate of any Grantee; provided that an Independent Financial Expert may be compensated for opinions or services it provides as an Independent Financial Expert. View More

Independent Financial Expert. Is defined as a nationally recognized investment banking firm (a) which does not (and whose directors, officers, employees and Affiliates, as can reasonably be determined, do not) have a direct or indirect material financial interest in the Company or the Holder, (b) which has not been, and, at the time it is engaged hereunder is not (and none of whose directors, officers, employees or Affiliates is) a promoter, director or officer of the Company or the Holder, (c) which has not been retained... during the preceding two years by the Company or the Holder for any purpose, and (d) which is otherwise qualified to serve as an independent financial advisor. View More

Independent Financial Expert. Means any reputable investment bank, accounting firm, or appraiser that is experienced in making determinations such as the Appraised Value and does not (and whose directors, officers, employees, Affiliates and stockholders do not) have a material direct or indirect financial interest in NVC or ANI or any of their respective Affiliates.

Independent Financial Expert. Means any Financial Expert selected by the Corporation that either (i) is reasonably acceptable to the holders of shares of Series A Preferred Stock evidencing a majority of the outstanding shares of Series A Preferred Stock or (ii) is a firm (x) which does not (and whose directors, officers, employees and affiliates, to the knowledge of the Corporation, do not) have a material direct or indirect financial interest in the Corporation or any of its Affiliates (other than by virtue of... compensation paid for advice or opinions referred to in the exception to clause (z)), as determined by the Board of Directors of the Corporation in its reasonable good faith judgment, (y) which has not been, within the last two years, and, at the time it is called upon to give independent financial advice to the Corporation or any of its Affiliates, is not (and none of whose directors, officers, employees or affiliates, to the knowledge of the Corporation, is) a promoter, director or officer of the Corporation or any of its Affiliates or an underwriter with respect to any of the securities of the Corporation or any of its Affiliates and (z) which does not provide any advice or opinions to the Corporation or Affiliates except as an independent financial expert in connection with this Certificate of Designations. View More

Independent Financial Expert. A nationally recognized investment banking firm mutually agreed between the Company and the agent designated by holders of a majority of the Warrant Shares underlying this Warrant and all other Warrants issued pursuant to the Settlement Agreement, which firm does not have a material financial interest or other material economic relationship with either the Company or Holder or any such other persons, provided that the customary fee of the Independent Financial Expert shall be paid, in the... context of any exercise of the Cashless Exercise Right, by the holders exercising such Cashless Exercise Right and otherwise by the Company. If the Company, on the one hand, and Holder and such other persons, on the other hand, are unable to agree on an Independent Financial Expert, each of them shall promptly choose a separate Independent Financial Expert who shall promptly choose a third Independent Financial Expert who shall serve as the Independent Financial Expert hereunder, provided that such third Independent Financial Expert does not have any of the above-described relationships with the Company or Holder or such other persons described in this definition. Once a firm has been selected as an Independent Financial Expert to determine Fair Market Value under any of the Warrants issued pursuant to the Settlement Agreement, such firm shall remain the Independent Financial Expert for all purposes under this Warrant and all other Warrants issued pursuant to the Settlement Agreement until either (a) the Company and the agent designated by holders of a majority of the Warrant Shares underlying this Warrant and all other Warrants issued pursuant to the Settlement Agreement agree to select a replacement Independent Financial Expert or (b) the Independent Financial Expert has an unpermitted interest or relationship as described above, in either which case the Independent Financial Expert shall be replaced with another firm to be selected according to the procedure described in this definition. View More

Independent Financial Expert. An investment banking firm of nationally recognized standing mutually chosen by the Company and the Holder or otherwise selected pursuant to the procedures specified under "Current Market Value" above.