Common use of Valuation Process for Non-Cash Consideration Clause in Contracts

Valuation Process for Non-Cash Consideration. If any Offer Terms provide for payment of any non-cash consideration, then the Transferring Stockholder and the Offeree Stockholder shall negotiate in good faith to determine the fair market value of such non-cash consideration. If they are unable to agree on such fair market value within 10 Business Days of the delivery of the Offer Notice, then either the Transferring Stockholder or the Offeree Stockholder may commence the valuation process described in this Section 4(e) by providing written notice to the other party (such notice, a “Valuation Process Notice”). In the event a Valuation Process Notice is delivered, then within 10 Business Days of the delivery of the Valuation Process Notice, each of the Transferring Stockholder and the Offeree Stockholder shall appoint an internationally recognized investment banking firm (an “Appointed Bank”). Each of the Transferring Stockholder and the Offeree Stockholder shall instruct its Appointed Bank to determine, by no later than 20 Business Days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Appointed Bank in its professional experience deem relevant to such a determination. On the 45th Business Day following delivery of the Valuation Process Notice or such earlier date as mutually agreed between the Transferring Stockholder and the Offeree Stockholder, each Appointed Bank shall present to the other party and its Appointed Bank its determination of the fair market value of such non-cash consideration. In the event the fair market values determined by the two Appointed Banks are within 10% of one another (determined by reference to the higher of the two), the fair market value shall be the average of those two estimates and such determination of the fair market value of the non-cash consideration shall be final and binding on the Transferring Stockholder and the Offeree Stockholder. In the event the fair market values determined by the two Appointed Banks are not within 10% of one another (determined by reference to the higher of the two), the Appointed Banks shall mutually select a third internationally recognized investment banking firm (the “Independent Bank”) to determine, by no later than 20 Business Days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Independent Bank in its professional experience deem relevant to such a determination. The fair market value of the non-cash consideration shall then be determined by the Independent Bank, and such resulting determination shall be final and binding on the Transferring Stockholder and the Offeree Stockholder.

Valuation Process for Non-Cash Consideration. If any ROFO Offer Terms provide for payment of any non-cash consideration, then the Transferring Stockholder ROFO Transferor, on the one hand, and the Offeree Stockholder ROFO Offerees on the other hand, shall negotiate in good faith to determine the fair market value of such non-cash consideration. If they are unable to agree on such fair market value within 10 Business Days of five days after the delivery of the ROFO Offer Notice, then either the Transferring Stockholder ROFO Transferor, on the one hand, or any ROFO Offeree, on the Offeree Stockholder other hand, may commence the valuation process described in this Section 4(e3.4(d) by providing written notice to the other party (such notice, a “Valuation Process Notice”). In the event a Valuation Process Notice is delivered, then within 10 Business Days of five days thereafter, the delivery of ROFO Transferor, on the Valuation Process Noticeone hand, each of the Transferring Stockholder and the Offeree Stockholder ROFO Offerees, on the other hand, shall each appoint an internationally recognized investment banking firm (an “Appointed Bank”). Each of the Transferring Stockholder ) and the Offeree Stockholder shall instruct its Appointed Bank to determine, by no later than 20 Business Days five days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Appointed Bank in its professional experience deem deems relevant to such a determination. On the 45th Business Day fifth day following delivery of the Valuation Process Notice or such earlier date as may be mutually agreed between the Transferring Stockholder ROFO Transferor and the Offeree StockholderROFO Offerees, each Appointed Bank shall present to the other party parties and its Appointed Bank its determination of the fair market value of such non-cash consideration. In the event the fair market values determined by the two Appointed Banks are within 10% of one another each other (determined by reference to the higher of the two), the fair market value shall be the average of those two estimates and such determination of the fair market value of the non-cash consideration shall be final and binding on the Transferring Stockholder ROFO Transferor and the Offeree StockholderROFO Offerees. In the event the fair market values determined by the two Appointed Banks are not within 10% of one another (determined by reference to the higher of the two), the Appointed Banks shall mutually select a third an additional internationally recognized investment banking firm (the “Independent Bank”) to determine, by no later than 20 Business Days five days after being appointed, its best estimate of the fair market value of the non-non- cash consideration, based on the customary methodologies that such Independent Bank in its professional experience deem deems relevant to such a determination. The fair market value of the non-cash consideration shall then be determined by the Independent Bank, and such resulting determination shall be final and binding on the Transferring Stockholder ROFO Transferor and the Offeree Stockholder.ROFO Offerees.‌

Valuation Process for Non-Cash Consideration. If any Offer Terms provide for payment of any non-cash consideration, then the Transferring MC Stockholder and the Offeree DT Stockholder shall negotiate in good faith to determine the fair market value of such non-cash consideration. If they are unable to agree on such fair market value within 10 Business Days of the delivery of the Offer Notice, then either the Transferring MC Stockholder or the Offeree DT Stockholder may commence the valuation process described in this Section 4(e) by providing written notice to the other party (such notice, a “Valuation Process Notice”). In the event a Valuation Process Notice is delivered, then within 10 Business Days of the delivery of the Valuation Process Notice, each of the Transferring MC Stockholder and the Offeree DT Stockholder shall appoint an internationally recognized investment banking firm (an “Appointed Bank”). Each of the Transferring MC Stockholder and the Offeree DT Stockholder shall instruct its Appointed Bank to determine, by no later than 20 Business Days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Appointed Bank in its professional experience deem relevant to such a determination. On the 45th Business Day following delivery of the Valuation Process Notice or such earlier date as mutually agreed between the Transferring MC Stockholder and the Offeree DT Stockholder, each Appointed Bank shall present to the other party and its Appointed Bank its determination of the fair market value of such non-cash consideration. In the event the fair market values determined by the two Appointed Banks are within 10% of one another (determined by reference to the higher of the two), the fair market value shall be the average of those two estimates and such determination of the fair market value of the non-cash consideration shall be final and binding on the Transferring MC Stockholder and the Offeree DT Stockholder. In the event the fair market values determined by the two Appointed Banks are not within 10% of one another (determined by reference to the higher of the two), the Appointed Banks shall mutually select a third internationally recognized investment banking firm (the “Independent Bank”) to determine, by no later than 20 Business Days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Independent Bank in its professional experience deem relevant to such a determination. The fair market value of the non-cash consideration shall then be determined by the Independent Bank, and such resulting determination shall be final and binding on the Transferring MC Stockholder and the Offeree DT Stockholder.

Valuation Process for Non-Cash Consideration. If any ROFO Offer Terms provide for payment of any non-cash consideration, then the Transferring Stockholder ROFO Transferor, on the one hand, and the Offeree Stockholder ROFO Offerees on the other hand, shall negotiate in good faith to determine the fair market value of such non-cash consideration. If they are unable to agree on such fair market value within 10 Business Days of five days after the delivery of the ROFO Offer Notice, then either the Transferring Stockholder ROFO Transferor, on the one hand, or any ROFO Offeree, on the Offeree Stockholder other hand, may commence the valuation process described in this Section 4(e3.4(d) by providing written notice to the other party (such notice, a “Valuation Process Notice”). In the event a Valuation Process Notice is delivered, then within 10 Business Days of five days thereafter, the delivery of ROFO Transferor, on the Valuation Process Noticeone hand, each of the Transferring Stockholder and the Offeree Stockholder ROFO Offerees, on the other hand, shall each appoint an internationally recognized investment banking firm (an “Appointed Bank”). Each of the Transferring Stockholder ) and the Offeree Stockholder shall instruct its Appointed Bank to determine, by no later than 20 Business Days five days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Appointed Bank in its professional experience deem deems relevant to such a determination. On the 45th Business Day fifth day following delivery of the Valuation Process Notice or such earlier date as may be mutually agreed between the Transferring Stockholder ROFO Transferor and the Offeree StockholderROFO Offerees, each Appointed Bank shall present to the other party parties and its Appointed Bank its determination of the fair market value of such non-cash consideration. In the event the fair market values determined by the two Appointed Banks are within 10% of one another each other (determined by reference to the higher of the two), the fair market value shall be the average of those two estimates and such determination of the fair market value of the non-cash consideration shall be final and binding on the Transferring Stockholder ROFO Transferor and the Offeree StockholderROFO Offerees. In the event the fair market values determined by the two Appointed Banks are not within 10% of one another (determined by reference to the higher of the two), the Appointed Banks shall mutually select a third an additional internationally recognized investment banking firm (the “Independent Bank”) to determine, by no later than 20 Business Days five days after being appointed, its best estimate of the fair market value of the non-cash consideration, based on the customary methodologies that such Independent Bank in its professional experience deem deems relevant to such a determination. The fair market value of the non-cash consideration shall then be determined by the Independent Bank, and such resulting determination shall be final and binding on the Transferring Stockholder ROFO Transferor and the Offeree StockholderROFO Offerees.