Method and adjustments Sample Clauses
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. 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.
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. 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.