Valuation Process. Means the following sequence of events: (i) Buyer shall deliver written notice to Seller that Buyer has elected to determine the Net Value of the Purchased Securities, which notice shall include the Net Value determined by Buyer as if clause (b)(ii) of the definition of Net Value were applicable; (ii) following such notification, Seller may elect, by notice to Buyer (which notice shall state that Buyer will avail itself of the Valuation Process but need not identify a financial institution or
... provide the price or other terms of any offer for the Purchased Securities) on or prior to the third (3rd) Business Day following Buyer's notice pursuant to clause (i), to designate a nationally or internationally recognized financial institution to propose a firm price at which it will offer to purchase the Purchased Securities from Buyer pursuant to customary documentation reasonably satisfactory to Buyer, the terms of which (a) will provide that such financial institution will be liable for and pay any share transfer payments due upon transfer of the Class A Preferred Shares to it, (b) will include customary representations of Buyer regarding the conveyance of good title to the Purchased Securities, free and clear of liens, but not any provisions whereby Buyer indemnifies such financial institution for matters relating to the actions, status or financial condition of Seller or any of Seller's affiliates, including IDTI (Cayman) Limited; 17 (iii) if in the reasonable and good faith determination of Buyer, the financial institution designated by Seller is capable of consummating the purchase of the Purchased Securities and meets the standards of creditworthiness that Buyer generally applies to counterparties in similar transactions, and applicable legal and regulatory requirements pertaining to the purchase, including Buyer's internal policies of general application, would be satisfied, then Buyer shall negotiate in good faith with such financial institution and use its commercially reasonable efforts to consummate the sale of the Purchased Securities to such financial institution on or prior to the Valuation Process Cut-Off Date.
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