Common use of Valuation Post-Operational Date Clause in Contracts

Valuation Post-Operational Date. Except as otherwise set forth in the Subscription Agreements for any Shares issued thereunder on or after such date, for any capital call made by the Board to be funded on or after the Operational Date, the Shareholders shall discuss and negotiate in good faith on a valuation of the Company (as of the date of the applicable capital call notice) for the purpose of determining the price per Share to be issued in the applicable capital call (each, a “Company Valuation”), and such price per Share shall be equal to the quotient of such Company Valuation and the total number of then-issued and outstanding Shares (the “Financing Share Price”). If the Shareholders are unable to agree on the Company Valuation within thirty (30) days, or such other period as agreed by the Shareholders, after receipt of the applicable capital call notice (the “Valuation Deadline”), then the Financing Share Price shall be equal to the Fair Market Value of the Shares as of the date of such capital call notice and shall be determined by an appraisal as follows: (a) the Shareholders shall discuss in good faith with a view to agreeing on the appointment of an independent investment bank or independent accounting firm of recognized international standing (the “Appraiser”), and if the Shareholders reach agreement on the appointment of the Appraiser within thirty (30) days after the Valuation Deadline, such Company Valuation shall be determined by the Appraiser in accordance with clauses (b) and (c) immediately below. If the Shareholders are unable to reach agreement on and appoint the Appraiser within thirty (30) days after the Valuation Deadline, then the Appraiser shall be appointed by the International Centre for Expertise in accordance with the provisions for the appointment of experts under the Rules for Expertise of the ICC. The cost, fees and expenses incurred in connection with the appointment of the Appraiser shall be borne equally between the Shareholders. (b) The parties agree that the basis for determining the Fair Market Value shall be the price that would be paid in an arm’s-length sale between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. (c) The Appraiser shall submit its appraisal report to each of the Shareholders and the Company within thirty (30) days after the date of its appointment. The appraisal set forth in such appraisal report shall be the definitive Fair Market Value of the Shares, and it shall be final and binding on the Shareholders for the purposes of this Section 5.3.2.

Valuation Post-Operational Date. Except as otherwise set forth in the Subscription Agreements for any Shares issued thereunder on or after such date, for For any capital call made by the Board to be funded on or after the Operational Date, the Shareholders shall discuss and negotiate in good faith on a valuation of the Company (as of the date of the applicable capital call notice) for the purpose of determining the price per Share to be issued in the applicable capital call (each, a “Company Valuation”), and such price per Share shall be equal to the quotient of such Company Valuation and the total number of then-issued and outstanding Shares (the “Financing Share Price”). If the Shareholders are unable to agree on the Company Valuation within thirty (30) days, or such other period as agreed by the Shareholders, after receipt of the applicable capital call notice (the “Valuation Deadline”), then the Financing Share Price shall be equal to the Fair Market Value of the Shares as of the date of such capital call notice and shall be determined by an appraisal as follows: (a) the Shareholders shall discuss in good faith with a view to agreeing on the appointment of an independent investment bank or independent accounting firm of recognized international standing (the “Appraiser”), and if the Shareholders reach agreement on the appointment of the Appraiser within thirty (30) days after the Valuation Deadline, such Company Valuation shall be determined by the Appraiser in accordance with clauses (b) and (c) immediately below. If the Shareholders are unable to reach agreement on and appoint the Appraiser within thirty (30) days after the Valuation Deadline, then the Appraiser shall be appointed by the International Centre for Expertise in accordance with the provisions for the appointment of experts under the Rules for Expertise of the ICC. The cost, fees and expenses incurred in connection with the appointment of the Appraiser shall be borne equally between the Shareholders. (b) The parties agree that the basis for determining the Fair Market Value shall be the price that would be paid in an arm’s-length sale between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. (c) The Appraiser shall submit its appraisal report to each of the Shareholders and the Company within thirty (30) days after the date of its appointment. The appraisal set forth in such appraisal report shall be the definitive Fair Market Value of the Shares, and it shall be final and binding on the Shareholders for the purposes of this Section 5.3.2. tk-598330 Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.