Fair Value of Guardant. The Fair Value for Guardant and applicable Guardant Share Price shall be determined by the Valuer on the following bases and assumptions: (i) valuing each of the Shares as a proportion of the total value of all the issued Shares in the capital of Guardant without any premium or discount being attributable to the percentage of the issued Share capital of Guardant which they represent or for the rights or restrictions applying to such Shares; (ii) the Guardant Shares are sold free of all Encumbrances; (iii) the sale is taking place on the date of the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable; and (iv) taking account of any other factors that the Valuer reasonably believes should be taken into account.
Appears in 3 contracts
Sources: Joint Venture Agreement (Guardant Health, Inc.), Joint Venture Agreement (Guardant Health, Inc.), Joint Venture Agreement (Guardant Health, Inc.)