Common use of Valuation of Property Clause in Contracts

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor and the Major Shareholders cannot agree on such cash value within the Major Shareholder Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Shareholders or, if they cannot agree on an appraiser within the Major Shareholder Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Major Shareholders, with the half of the cost borne by the Major Shareholders to be borne pro rata by each Major Shareholder based on the number of shares such Major Shareholder has elected to purchase pursuant to this Section 2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the sixty (60) day period specified in Section 2.2(b)(v) above, the closing of the Major Shareholders’ purchase shall be held on or prior to the fifth (5th ) business day after such valuation shall have been made pursuant to this Section 2.2(c).

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor and the Major Shareholders cannot agree on such cash value within twenty (20) days after the Major Shareholder Option PeriodShareholders’ receipt of the Transfer Notice, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Shareholders or, if they cannot agree on an appraiser within twenty (20) days after the Major Shareholder Option PeriodShareholders’ receipt of the Transfer Notice, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Major Shareholders, with the half of the cost borne by the Major Shareholders to be borne pro rata by each Major Shareholder based on the number of shares such Major Shareholder has elected to purchase pursuant to this Section 2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the sixty forty-five (6045) day period specified in Section 2.2(b)(v2.2(b)(iv) above, the closing of the Major Shareholders’ purchase shall be held on or prior to the fifth (5th 5th) business day after such valuation shall have been made pursuant to this Section 2.2(c).

Valuation of Property. (ia) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major participating Preferred Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (iib) If the Transferor and the Major participating Preferred Shareholders cannot agree on such cash value within the Major Shareholder Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Preferred Shareholders that have elected to purchase a majority of the Offered Shares, or, if they cannot agree on an appraiser within the Major Shareholder Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iiic) The cost of such appraisal shall be shared equally by the Transferor Transferor, on the one hand, and the Major participating Preferred Shareholders, as applicable, on the other hand, with the half portion of the cost borne by the Major participating Preferred Shareholders to be borne on a pro rata basis by each Major participating Preferred Shareholder based on the number of shares Offered Shares such Major Preferred Shareholder has elected to purchase pursuant to this Section 26.2. (ivd) If the value of the purchase price offered by in the prospective transferee Transfer Notice is not determined within the sixty (60) day period specified in Section 2.2(b)(v) aboveOption Period, the closing of the Major Shareholders’ purchase of Offered Shares by the participating Preferred Shareholders shall be held on or prior to the fifth (5th 5th) business day Business Day after such valuation shall have been made pursuant to this Section 2.2(c6.2(v).

Valuation of Property. (iA) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders ROFR Member shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (iiB) If the Transferor and the Major Shareholders ROFR Members cannot agree on such cash value within the Major Shareholder Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Shareholders ROFR Members or, if they cannot agree on an appraiser within the Major Shareholder Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iiiC) The cost of such appraisal shall be shared equally by the Transferor and the Major ShareholdersROFR Members, with the half fifty percent (50%) of the cost borne by the Major Shareholders ROFR Members to be borne pro rata by each Major Shareholder Member based on the number of shares such Major Shareholder ROFR Members has elected to purchase pursuant to this Section 213(a)(iv). (ivD) If the value of the purchase price offered by the prospective transferee Transferee is not determined within the sixty thirty (6030) day period specified in Section 2.2(b)(v13(a)(iii) above, the closing of the Major Shareholders’ purchase shall be sale of the Offered Securities held on or prior to the fifth (5th 5th) business day after such valuation shall have been made pursuant to this Section 2.2(c13(a)(iv).

Valuation of Property. (i) Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders Holders shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor and the Major Shareholders Holders cannot agree on such cash value within the Major Shareholder ROFO Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor and the Major Shareholders Holders or, if they cannot agree on an appraiser within the Major Shareholder ROFO Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor and the Major ShareholdersHolders, with the half fifty percent (50%) of the cost borne by the Major Shareholders Holders to be borne pro rata by each Major Shareholder Holder that has elected to purchase Offered Shares based on the number of shares such Major Shareholder Holder has elected to purchase pursuant to this Section 22.2. (iv) If the value of the purchase price offered by the prospective transferee is not determined within the sixty thirty-five (6035) day period specified in Section 2.2(b)(v2.2(c) above, the closing of the Major Shareholders’ purchase sale of the Offered Shares shall be held on or prior to the fifth (5th 5th) business day after such valuation shall have been made pursuant to this Section 2.2(c)2.2.

Valuation of Property. (i) Should the purchase price specified in the Transfer New Issuance Notice be payable in property other than cash or evidences of indebtedness, the Major Shareholders New Issue Exercising Member shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. (ii) If the Transferor Company and the Major Shareholders New Issue Exercising Members cannot agree on such cash value within the Major Shareholder Option Period, the valuation shall be made by an appraiser of internationally recognized standing jointly selected by the Transferor Company and the Major Shareholders New Issue Exercising Members or, if they cannot agree on an appraiser within the Major Shareholder Option Period, each shall select an appraiser of internationally recognized standing and the two appraisers shall designate a third appraiser of internationally recognized standing, whose appraisal shall be determinative of such value. (iii) The cost of such appraisal shall be shared equally by the Transferor Company and the Major ShareholdersNew Issue Exercising Members, with the half fifty percent (50%) of the cost borne by the Major Shareholders New Issue Exercising Members to be borne pro rata by each Major Shareholder Included Member based on the number of shares such Major Shareholder New Issue Exercising Members has elected to purchase pursuant to this Section 212. (iv) If the value of the purchase price offered by the prospective transferee Transferee is not determined within the sixty thirty (6030) day period specified in Section 2.2(b)(v12(c) above, the closing of the Major Shareholders’ purchase sale of the New Securities shall be held on or prior to the fifth (5th 5th) business day Business Day after such valuation shall have been made pursuant to this Section 2.2(c12(d).