Common use of Valuation Procedure Clause in Contracts

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to sub-clause (b)), the non-defaulting party /selling Party (if not a Defaulting Party) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in sub-Clause (c) of this Schedule to determine the Market Value/Fair Market Value of the relevant Shares as at the date of the notice by either Party, for the sale or purchase of all or any Shares by the other Party, that requires the determination of Market Value/Fair Market Value under the terms of this Agreement. In determining the Market Value/Fair Market Value of the relevant Shares, the independent valuer shall take into account various factors, including, but not limited to the following: i) Discounted cash flow principles; ii) Commonly used valuation multiples of comparable transactions; iii) trading multiples for comparable companies and applying those to the Company; iv) the SEBI guidelines and principles of valuation, if applicable; v) whether such Shares which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Shares; vi) whether such Shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof; vii) discounting principles, if the selling party is insolvent, for assuming any restriction and obligations attached to the Shares; viii) In the event that the Fair Market Value is to be determined while the Company continues to be listed on the stock exchange(s), the independent valuer shall also take into account the quoted price of the Shares at such stock exchange(s) while determining the Fair Market Value. The valuation arrived at by the independent valuer, made as an expert and not as an umpire or arbitrator, shall be final and binding on the parties and no appeal shall lie from such valuation.

Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to sub-clause (b)), the non-defaulting party /selling Party (if not a Defaulting Party) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in sub-Clause (c) of this Schedule to determine the Market Value/Fair Market Value of the relevant Shares voting equity shares of the Company as at the date of the notice by either Party, for the sale or purchase of all or any Shares by the other Party, that requires the determination of Market Value/Fair Market Value under the terms of this AgreementValuation Date. In determining the Market Value/Fair Market Value of the relevant Sharesvoting equity shares of the Company, the independent valuer shall take into account various factors, including, but not limited to the following: i) Discounted cash flow principles; ii) Commonly used valuation multiples of comparable transactions; iii) trading multiples for comparable companies and applying those to if the CompanyCompany is listed, the current price of the voting equity shares of the Company as quoted on the stock exchange(s) where they are primarily traded; iv) the SEBI Securities and Exchange Board of India's guidelines and principles of valuation, if applicable; v) whether such Shares voting equity shares of the Company which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all of the issued and outstanding Sharesvoting equity shares of the Company; vi) whether such Shares equity shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof; vii) discounting principles, if the selling party is insolvent, for assuming any restriction and obligations attached to the Shares; viii) In the event that the Fair Market Value is to be determined while the Company continues to be listed on the stock exchange(s), the independent valuer shall also take into account the quoted price of the Shares at such stock exchange(s) while determining the Fair Market Valueshares. The valuation arrived at by the independent valuervaluer is, made as an expert and not as an umpire or arbitrator, shall be final and binding on the parties and no appeal shall lie from such valuation.