VALUATION OF THE CONTRIBUTED SHARES Sample Clauses

VALUATION OF THE CONTRIBUTED SHARES. (A) For accounting purposes with regard to the Luxembourg Contribution, the value of the Contributed Shares is based on their book value, in accordance with Regulation no. 2014-03 of June 5, 2014, concerning the general accounting plan (plan comptable général) of the French Accounting Standards Authority (Autorité des normes comptables), as updated on January 1, 2016 and completed by Regulation no. 2016-07 of November 4, 2016 (as the Luxembourg Contribution is a reverse transaction) and Regulation no. 2017-01 of May 5, 2017. The Luxembourg Contribution will be completed and effective as of the Closing Date. In this respect, the Luxembourg Contributing Company has set up the estimated unaudited pro forma accounts of the Luxembourg Contributing Company as of September 30, 2017 set out in Schedule 8.2(A) (the “Luxco Estimated Pro forma Accounts”), assuming in particular that the Carve-Out Completion has occurred as of the Determination Date, in order to provide an estimate of the net book value of the Contributed Shares which will be contributed by the Luxembourg Contributing Company at the Closing Date. Based on the Luxco Estimated Pro forma Accounts, the estimated valuation of the Luxembourg Contribution as of the date hereof is four billion four hundred ninety-six million four hundred ninety-eight thousand three hundred fifty-eight (4,496,498,358) euros, composed of (i) two billion one hundred fifty million two hundred thousand one hundred forty (2,150,200,140) euros corresponding to 100% of the shares of Siemens Mobility GmbH and (ii) two billion three hundred forty-six million two hundred ninety-eight thousand two hundred eighteen (2,346,298,218) euros corresponding to 100% of the shares of Siemens Mobility Holding BV (assuming the direct or indirect ownership of the entirety of the Siemens Target Business, other than such portion of the business that will be held by Siemens Mobility GmbH and Siemens Mobility SAS), in each case including as applicable, the cash value of portion of such business or shares referred to in (i) and (ii) in case of deferred transfers, Direct Asset Deals and amounts in relation with the transfer of the German real estate vehicle referred to in Article 7.1(B). The difference between the net accounting value of the Luxembourg Contribution as of the Closing Date and the nominal amount of the share capital increase of the Beneficiary Company carried out in consideration of the Luxembourg Contribution (i.e., one billion five hundred...
Sample 1
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VALUATION OF THE CONTRIBUTED SHARES. (A) For accounting purposes with regard to the French Contribution and considering the fact that the value of the Contributed Shares cannot be based on the book value since said book value is effectively lower than the par value of the Capital Increase, the value of the Contributed Shares is based on their fair market value, in accordance with Regulation no. 2014-03 of June 5, 2014, concerning the general accounting plan (plan comptable général) of the French Accounting Standards Authority (Autorité des normes comptables), as updated on January 1, 2016 and completed by Regulation no. 2016-07 of November 4, 2016 (as the French Contribution is a reverse transaction) and Regulation no. 2017-01 of May 5, 2017. The French Contribution will be completed and effective as of the Closing Date. An indication of the estimate of the fair market value of the Contributed Shares may be based on the estimated unaudited proforma accounts of the French Contributing Company as of September 30, 2017 set out in Schedule 8.2(A) (the “FrenchCo Estimated Proforma Accounts”), assuming in particular that the Carve-Out Completion has occurred as of the Determination Date. Based on the FrenchCo Estimated Proforma Accounts and the principles set out in Schedule 8.2(A) ter, the estimated valuation of the French Contribution as of the date hereof is two hundred thirty one million one hundred forty one thousand eight hundred sixteen (231,141,816) euros, corresponding to 100% of the shares of Siemens Mobility SAS. The difference between the fair market value of the French Contribution as of the Closing Date and the nominal amount of the share capital increase of the Beneficiary Company carried out in consideration for the French Contribution (i.e., fifty-nine million five hundred thirty-nine thousand three hundred thirty-three (59,539,333) euros) will represent a contribution premium, which will be credited to a “contribution premium” account. Based on the FrenchCo Estimated Proforma Accounts, the estimated net asset value of the French Contribution amounts to two hundred thirty one million one hundred forty one thousand eight hundred sixteen (231,141,816) euros and the estimated contribution premium to one hundred seventy one million six hundred two thousand four hundred eighty-three (171,602,483) euros. The Parties expressly agree that the final value of the Contributed Shares shall be the fair market value of the Contributed Shares as at the Closing Date, based notably on the accounts ...
Sample 1

Related to VALUATION OF THE CONTRIBUTED SHARES

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  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

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