Call Right Fair Market Value Sample Clauses

Call Right Fair Market Value. (i) For purposes hereof, “Call Right Fair Market Value” means, at the time that the Intel Call Right is exercised, an amount equal to the lesser of (A) (x) the positive difference (if any) between (1) Fab Asset Value minus (2) the Intel Improvement Value, multiplied by (y) the date-specified Multiplier and (B) the Specified Amount; provided, that, the Call Right Fair Market Value shall be subject to a floor of (x) (1) the Fab Asset Value minus (2) the Intel Improvement Value, multiplied by (y) 0.5; provided, however, that, if (A) a termination payment has been made under any of the Specified Contracts or the Offtake Agreement or (B) an Operator Termination Payment has been made under the Operations and Maintenance Agreement, then the Call Right Fair Market Value shall be one dollar ($1) and notwithstanding anything contained herein to the contrary, the Intel Call Right may be exercised and consummated concurrently with the making of any such aforementioned termination payment; provided, further, that if the Company does not approve (it being understood that such approval shall be Co-Investor Member’s sole decision) a request by Intel Parent to determine that alternative credit support constitutes Alternative Transaction Credit Support (as defined in the Intel Parent Guaranty) and Intel Member notifies Co-Investor Member that it desires to exercise the Intel Call Right in such circumstances (the “Guaranty Call Right”), the Guaranty Call Right may be exercised and consummated from and after such non-approval (but not prior to the last day of the First Operational Cycle (as defined in the Operations and Maintenance Agreement)) and the Call Right Fair Market Value for purposes of exercising such Guaranty Call Right shall be an amount sufficient to provide Co-Investor Member the Requisite Amount.