Basis of valuation. (a) The "Fair Price" (which for the purposes of this Schedule 4 includes the Annual Repurchase Fair Price, the Put Option Fair Price and the Call Option Fair Price (unless expressly stated otherwise) following referral to the Expert) is the price in USD$ determined on the basis of the methodologies set out in paragraph 4(b) which the Expert determines to be the fair value of the Shares (on a per Share basis) as at the date of the Relevant Notice on a sale as between a willing seller and a willing purchaser (taking no account of whether the Shares do or do not carry control of the Company or results in Ingredion having a greater level of Control as a result of the acquisition of the Shares) and, if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so. (b) The methodology to be applied by the Expert shall be based on discounted cash flows based on recent (by reference to the date of the Relevant Notice) past performance of the Company and projected five year cash flows of the Company.
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