Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.
Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Eligible Holder cannot, for any reason, pay for the Transfer Shares, in the same form of non-cash consideration, such Eligible Holder may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by the Eligible Holder shall take place, and all payments from the Eligible Holders shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.
Consideration; Closing. Payment of the purchase price for the Transfer Stock shall be payable, at the option of the Company or the Exercising Investors, as the case may be, in cash or by cancellation of indebtedness for borrowed money (if any) or by any combination thereof. If the consideration proposed to be paid for the Transfer Stock in the Proposed Transfer is other than cash, the fair market value of the consideration shall be determined in good faith by the Company’s Board of Directors with the approval of the Exercising Investors and the Affected Holder making the Transfer, which approval in each case shall not be unreasonably withheld. The closing of the purchase of Transfer Stock by the Company and the Exercising Investors shall take place, and all payments from the Company and the Exercising Investors shall be delivered to the selling Transferring Holder, by the later of (i) the date specified in the Transfer Notice as the intended date of the Proposed Transfer and (ii) 30 days after delivery of the Transfer Notice.
Consideration; Closing. If the consideration proposed to be paid for the Transfer Units is in property, services or other non-cash consideration, the value of the consideration shall be the Fair Market Value and as set forth in the Company Notice. If the Company or any Preferred Member cannot for any reason pay for the Transfer Units in the same form of non-cash consideration, the Company, such Preferred Member, as applicable, may pay the Fair Market Value cash value equivalent thereof, as set forth in the Company Notice or Purchase Notice, as applicable. The closing of the purchase of Transfer Units by the Company and/or the Preferred Members shall take place, and all payments from the Company shall have been delivered to the selling ROFR Subject by the later of (i) the date specified in the Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Transfer Notice.
Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors, including the affirmative vote of at least four Preferred Directors (as such term is defined in the Certificate of Incorporation), and as set forth in the Company Notice. If the Company or any Stockholder cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Stockholders shall take place, and all payments from the Company and the Stockholders shall have been delivered to the selling Stockholder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.
Consideration; Closing. If the consideration proposed to be paid for the Transfer Securities is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Securities in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Company Notice. The closing of the purchase of Transfer Securities by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer and (ii) 45 days after delivery of the Proposed Transfer Notice. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406.
Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in cash, then payment of the purchase price will be made by the Company, the Investors or the Rights Holders, as applicable, (i) by check or by wire transfer of immediately available funds, (ii) by cancellation of all or a portion of any outstanding indebtedness of the Key Holder to the Company, the Investor(s) or Rights Holder(s), as applicable, or (iii) by any combination of the foregoing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set forth in the Company Notice, which determination will be binding upon the Company, the Rights Holders, the Investors and the Key Holder absent fraud or error. If the Company, any Investor or any Rights Holder cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company, such Investor or such Rights Holder may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company, the Investors and the Rights Holders shall take place, and all payments from the Company, the Investors and the Rights Holders shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer and (ii) sixty (60) days after delivery of the Proposed Transfer Notice.
Consideration; Closing. If the consideration proposed to be paid for the India Shares in the Proposed Transfer is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the majority of the Corporation’s board of directors who are not also Shareholders or agents or affiliates of Shareholders and as set forth in the ROFR Exercise Notice. If either ROFR Holder cannot for any reason pay for the India Shares in the same form of non-cash consideration, such ROFR Holder may pay the fair market value thereof, as determined in good faith by the board of directors of the Corporation and as set forth in the ROFR Exercise Notice, provided that the consideration shall in each case comply with the RBI Pricing Guidelines at the time of the purchase of the India Shares by the ROFR Holders in accordance with this Section 3.5. Subject to Section 3.4(f), the closing of the purchase of India Shares by the ROFR Holders shall take place, and all payments from the ROFR Holders shall have been delivered to the selling Shareholder or Shareholders, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.
Consideration; Closing. (a) If Ctrip exercises its Right of First Refusal to purchase any Restricted Shares, then, from and after the date of the ROFR Notice, the Transferor will have no further rights as a holder of such Restricted Shares except the right to receive payment for such Restricted Shares from Ctrip in accordance with the terms of this Agreement. The Transferor will forthwith cause all certificate(s) evidencing such Restricted Shares to be surrendered to the Company for Transfer to Ctrip or its designated Affiliates; and
Consideration; Closing. Notwithstanding anything herein to the contrary, in connection with any exercise by the ROFR Purchaser of the right to purchase any Subject Securities with respect to a Registered Transfer under this Section 2.2, (x) such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount per security in cash in U.S. dollars as specified in the Transfer Notice, (y) such ROFR Purchaser and the applicable Specified Holder shall negotiate in good faith and promptly enter into a stock purchase agreement on customary terms and conditions (provided, that such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to such ROFR Purchaser in such purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto), and (z) in no event shall any ROFR Purchaser Related Person be required to agree to, or be subject to, any non-competition, non-solicitation, lock-up or other restrictive covenants of any kind with respect to such ROFR Purchaser Related Person. The closing of the purchase of Subject Securities by the ROFR Purchaser shall take place, and all payments to the selling Specified Holder from such ROFR Purchaser shall have been initiated, by the fifteenth (15th) day after the date that such ROFR Purchaser has delivered an Election Notice in respect of the applicable Registered Transfer in accordance with the terms hereof (in each case, which period shall be extended to the extent necessary to obtain any required governmental approval or clearance plus an additional five (5) Business Days thereafter).
