Buyout Price. (a) The price of the selling Party’s equity interest shall be:
(i) the net worth of the Company, to be determined by an audited balance sheet effective on the date of termination or buyout request, multiplied by the percentage of the Company’s registered capital contributed by the selling Party, plus;
(ii) an additional amount, if any, to be negotiated in good faith reflecting the fair market value of the Company as a going concern in light of the actual circumstances of the Company, the market value of similarly-sized companies in the same industry, recent or existing bona fide offers from third parties, and internationally accepted principles relevant to the determination of going concern value.
(b) If the price cannot be agreed upon within thirty (30) days of the Board meeting convened following the Requesting Party’s termination or buyout request, the value of the relevant equity interest shall be determined by a top-ranking Chinese foreign joint venture public accounting firm designated by the Parties and shall be approved by the relevant authority if required by law. Such valuation shall be completed within sixty (60) days of the date of appointment of the accounting firm. The fees associated with such valuation shall be borne by the selling Party. The value determined by such accounting firm shall be final and binding.
Buyout Price. Section 9.03 of the Agreement is hereby amended and restated in its entirety as follows:
Buyout Price. (a) The purchase price for the Section 9.01(b) Put and the Section 9.01(b) Call (the "SECTION 9.01(b) BUYOUT PRICE") shall be determined in accordance with the following formula:
Section 9.01 (b) = Base Price x Aggregate Residual Reference Percentage Buyout Price
Buyout Price. Buyout Price is the price stipulated by the relevant Buyout Agreement, for which the Lessor shall transfer the ownership title to the Equipment to the Lessee. The Lessee shall accept the Equipment into its ownership and pay the Buyout Price in accordance with the Buyout Agreement.
Buyout Price. Under a separate Buyout Agreement the Lessee shall pay in favor of the Lessor the amount of the Buyout Price of each Equipment item as the payment for transfer by the Lessor to the Lessee of title to the respective Equipment item. At the same time:
Buyout Price. Where "n" = the number of twelve-month periods (including any fraction thereof) from the date on which the Section 9.01(d) Call is exercised to the fifth anniversary of the Closing Date."
Buyout Price. The purchase price (Buyout Price), payable in Dollars, of the Power Plant as a result of the buyout shall be
(a) If the provisions of Sections 9.1 or 15.4.1 apply prior to the Commercial Operation Date of the last Plant, the purchase price payable, in United States dollars, shall be an amount equal to the aggregate of all the costs and expenses (including without limitation accrued interest and other costs incurred in financing the development of the Power Plants) incurred by the Operator in connection with the performance of its obligations under this Agreement as estimated by an independent accountant jointly appointed by the Parties plus an amount equal to ten percent (10%) of such aggregate costs.
(b) During the Cooperation Period the net present value of the remaining stream of payments for the Capacity Payments less Fixed Operating Cost Recovery fees for the rest of the Cooperation Period on the basis of the last Nominated Capacity, and using an annual discount rate equal to the last published Commercial Interest Reference Rate (CIRR) having the shortest maturity term for United States dollars published by the Organization for Economic Cooperation and Development (OECD) provided however that such discount rate shall not exceed nine point two six percent (9.26%) per annum. In calculating aggregate costs in accordance with clause (a), amounts disbursed by lenders shall be prima facie evidence of actual disbursements of costs and interest accrued (whether or not paid) shall be deemed actual disbursements. The actual rates of interest payable to lenders shall be the interest rate attributable to that portion of the Buyout Price.
Buyout Price. As a result of the Notice of Termination issued pursuant to Xxxxxx 00 . 0 . 0 (x), (xx), (xx), or (v), the buyout price for the Project shall be as under:
i) If the Buyout event occurs after the commencement of construction but prior to Commercial Operation of the Project, the Government shall take over the project from the Company, for a consideration equivalent to 75% of the Realisable Value of Assets, or the Historical Depreciated Cost of the Project, whichever is lower, but at least equivalent to the Debt incurred and actually utilised on the Project by the Company and outstanding on the Date of Termination. The Buyout Price shall be determined by an independent registered valuation firm/valuer appointed by the Government.
ii) If the Buyout event occurs subsequent to Commercial Operation of the Project, the Government shall take over the project from the Company, for a consideration equivalent to the Realisable Value of Assets, or the Historical Depreciated Cost of the Project, whichever is lower, but at least equivalent to the Debt incurred and actually utilised on the Project by the Company and outstanding on the Date of Termination. The Buyout Price shall be determined by an independent registered valuation firm / valuer appointed by the Government.
Buyout Price a) The Buyout Price, namely the price for all shares held by Managers, including Option Shares (i.e. representing the 20% of the Company held by the Managers), shall be calculated as follows.
b) Pursuant to section 4.02 and section 4.03 the Buyout Price shall be equal to the product determined by multiplying (i) 20% of the Yearly Calculation for the one year period commencing on the first day of the month following the second anniversary of Company's receipt of EMEA Approval (the "Measurement Period") by (ii) the buy-out factor four (4) plus (+) the accumulated positive Annual Consideration to the date of Buyout. (The Annual Consideration shall be equally divided between such Managers who remained as Managers at the end of the year for which the Annual Consideration in question was calculated.)
c) It is understood that such accumulated positive Annual Consideration shall be added to the price, even if the shares are bought out at nominal value, irrespective at the time and reason of the Buyout.
d) In case of substantially lower revenue per patient than planned, the buyout factor shall be adjusted as follows: At 150,000 USD or more per Patient Treatment Year factor 4 At 125,000-149,999 USD per Patient Treatment Year factor 4.25 At 100,000-124,999 USD per Patient Treatment Year factor 4.50 At 75,000- 99,999 USD per Patient Treatment Year factor 4.75 At less than 75,000 USD per Patient Treatment Year factor 5 The revenue per Patient Treatment Year shall be calculated as total net sales for the Measurement Period, divided by the number of patients to which such revenue refers.
e) In the case of Buyout pursuant to section 4.04 the Buyout Price shall be the higher of the two following formulas:
i) a price calculated as per above, but multiplying 20% of the Yearly Calculation for the four (4) full calendar months immediately preceding the effective date of the Change in Control by three (3), to get a period equivalent to twelve months, and thereafter multiplying this product by the buy-out factor three (3) plus (+) the Annual Consideration as per Section 4.08 (b).
ii) a price calculated as a certain percentage of the Managers' share of the Yearly Calculation for year three after EMEA Approval as per Exhibit 2, namely USD 19,306,800, which amount represents 20% of estimated Yearly Calculation multiplied by the buyout factor three (3) (+) the Annual Consideration as per Section 4.08 (b). Such percentage is: If termination occurs prior to filing for EMEA approval 10...
Buyout Price. 21.2.1 For the purpose of deciding the Fair Market Value, within thirty (30) days from the exercise of a Buyout Option by one Party, the Parties shall, unless otherwise agreed, jointly conduct a valuation for the purpose of determining the Fair Market Value. For such valuation, Parties shall be obligated to jointly nominate an independent and competent appraiser (“Independent Expert”) from Xxxxx Xxxxxxxx, Xxxxx & Xxxxx, KPMG, Deloitte or PWC within thirty (30) days after the exercise of the Buyout Option, provided that a candidate shall be excluded if such candidate is acting as Auditor of the JV. Within thirty (30) days of the date of their nomination, the Independent Expert shall make their determination of the Fair Market Value in a written report setting forth detailed reasons for such determination. The Fair Market Value so determined by the Independent Expert shall binding on the Parties and the Parties shall carry out the Buyout Option pursuant to Article 21.3.
21.2.2 In no event shall the receipt of the relevant transfer price in relation to a Buyout Option by a Party prejudice any rights of such Party may have to claim damages against the other Party under this Contract (including Article 23), the Ancillary Agreements or PRC Laws.
