Method and adjustments. 25.2.1 The independent investment bank shall determine the Fair Value of the Shares to be sold as at the date of the relevant Transfer Notice or Default Notice or Option Notice, as appropriate and on the following assumptions and bases: (i) valuing the Shares to be sold as on an arm's length sale between a willing seller and a willing buyer; (ii) if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (iii) that the Shares to be sold are capable of being transferred without restriction; (iv) valuing the Shares to be sold as a rateable proportion of the total value of all the issued shares of the Company without any premium or discount being attributable to the class of the Shares to be sold or the percentage of the issued share capital of the Company which they represent; and (v) the value of the Shares shall be calculated on an enterprise value basis and shall take into account all indebtedness of the Company. 25.2.2 The independent investment bank shall determine the Fair Value to reflect any other factors which the independent investment bank reasonably believes should be taken into account. 25.2.3 If any difficulty arises in applying any of these assumptions or bases then the independent investment bank shall resolve that difficulty in such manner as it shall in its absolute discretion think fit.

Method and adjustments. The independent investment bank(s) shall determine the appropriate Prescribed Value as at the relevant date, as appropriate, in accordance with the relevant provisions of this Agreement and on the following assumptions and bases: 19.3.1 valuing the Shares to be sold as on an arm’s length sale between a willing seller and a willing buyer; 19.3.2 that, if the Company or business is then carrying on a business as a going concern, it will continue to do so; 19.3.3 that the Shares to be sold are capable of being transferred without restriction; 19.3.4 valuing any Shares to be sold as a rateable proportion of the total value of all the issued shares of the Company without any premium or discount being attributable to the class of the Shares to be sold or the percentage of the issued share capital of the Company which they represent; and 19.3.5 any other factors which the independent investment bank(s) reasonably believe should be taken into account.

Method and adjustments. 15.2.1 The Auditors shall determine the Fair Value of the Shares to be sold as at the date of the relevant Transfer Notice or Default Notice, as appropriate, and on the following valuations and bases: (a) valuing the Shares to be sold as on an arm's length sale between a willing seller and a willing buyer; (b) if any Group Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (c) that the Shares to be sold are capable of being transferred without restriction; (d) valuing the Shares to be sold as a rateable proportion of the total value of all the issued shares of the Company without any premium or discount being attributable to the class of the Shares to be sold or the percentage of the issued share capital of the Company which they represent; and 15.2.2 The Auditors shall determine the Fair Value to reflect any other factors which the Auditors reasonably believe should be taken into account. 15.2.3 If any difficulty arises in applying any of these assumptions or bases then the Auditors shall resolve that difficulty in such manner as they shall in their absolute discretion think fit.

Method and adjustments. 13.2.1 The independent investment bank shall determine the Fair Value of the Shares to be sold as at the date of the relevant Default Notice and on the following assumptions and bases: (i) valuing the Shares to be sold as on an arm’s length sale between a willing seller and a willing buyer; (ii) if any Group Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (iii) that the Shares to be sold are capable of being transferred without restriction; (iv) valuing the Shares to be sold as a rateable proportion of the total value of all the issued shares of the Company without any premium or discount being attributable to the class of the Shares to be sold or the percentage of the issued share capital of the Company which they represent. 13.2.2 The independent investment bank shall determine the Fair Value to reflect any other factors including for the avoidance of doubt taxation in respect of a Group Company which the independent investment bank reasonably believes should be taken into account. 13.2.3 If any difficulty arises in applying any of these assumptions or bases then the independent investment bank shall resolve that difficulty in such manner as it shall in its absolute discretion think fit.

Method and adjustments. The Investment Bank shall determine the Fair Value of the Competing Portion on the following assumptions and bases: (a) valuing the sale of the Competing Portion as an arm's length sale between a willing seller and a willing buyer; (b) if the Competing Portion comprises a business carried on as a going concern, the continuing of the Competing Portion as a going concern and assuming that the Competing Portion Offeree would be able to continue to enjoy all rights and benefits accruing to the Competing Portion as at the date immediately prior to the completion of the proposed sale; and (c) valuing the Competing Portion as a rateable proportion of the total value of the Competing Entity without any premium or discount being attached.

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First Method and Loss If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement.
Second Method and Loss If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.
Method and Time of Exercise This Option shall be exercisable by any method permitted by the Plan and this Agreement that is made available from time to time by the external third party administrator of the Options. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.
Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant.
First Method and Market Quotation If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.
Second Method and Market Quotation If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.
Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.
Method and Place of Payment (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.
Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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