definiens: means the fair market value of the Shares ( expres sed as an amount in US Dollars per Share ) based on the value of the Company ( inclu ding all assets, liabilities and shareholder loans ) calculated using a discounted cash flow ( DCF ) basis as the primary approach to be validated by an EBITDA valuation multiple of market comparables and based on the following assumptions : 1.1.1 on the basis of a sale and purchase between a willi ng seller and willing buyer made on commercial terms and on an arm ’s length basis ; 1.1.2 the Fair Market Value will be determined as at the date both initial agreed valuers have been appointed ; and 1.1.3 shareholder loans ( other than short term shareholde r loans ) will be treated as share capital in the valuation of the Company provided that such sha reholder loans have been granted by both Shareholders or their respective Affiliates in acco rdance with their Ownership Percentages