Call Right Exercise Price Sample Clauses

Call Right Exercise Price. (a) Subject to Section 1.12, Section 10.5, Section 10.6 and Section 10.7, the exercise price with respect to any Forced Transfer Units, Called Units or Co-Investor Specified Units (the “Call Right Exercise Price”) shall be equal to (i) Co-Investor’s Pro Rata Share of the Call Right Fair Market Value minus (ii) the outstanding principal of, and accrued interest on, (x) any Member Loans (as applicable) or (y) the Line of Credit, minus (iii) the outstanding principal of, and accrued interest on, any Co-Investor Liability (as applicable), minus (iv) Co-Investor Member’s unpaid Tax Indemnification Payment obligations (as applicable); provided, that, any change to the accounting policies relating to the books and records of Intel Member with respect to Fab 34 after the Effective Date that is made in a manner that would materially impact the determination of the Call Right Fair Market Value shall be disregarded for purposes of calculating the Call Right Fair Market Value.