Common use of Contest and Appraisal Rights Clause in Contracts

Contest and Appraisal Rights. If the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 then the holder may by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereof, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 then the holder may by notice to the Company (an “"Appraisal Notice”"), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “"Appraiser’s 's Determination”"), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s 's length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s 's length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s 's Determination shall be final and binding on the Company and the holders hereof, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If (a) In the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the event that Fair Market Value made pursuant is determined with reference to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange subsection (i)(C) or quoted on an automated quotation system or other property valued by the Board of Directors (ii) of the definition of Fair Market Value, or in the event that the Warrantholder believes that the Company at more than $100,000 then determined Fair Market Value with reference to any other subsection of the holder may definition of Fair Market Value in bad faith or gross malfeasance and a Warrantholder disagrees with the Company Determination (an "Objecting Holder") and by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after receipt of notice of the Company Determination (an "Appraisal Notice") elects to dispute the Company Determination, such dispute shall be resolved as set forth in subsection (b) of this Section 3.2. (b) For a period of 10 days after the Appraisal Notice, the Company and the Objecting Holder shall negotiate in good faith to resolve their differences as to the determination of Fair Market Value. In the absence of a mutually satisfactory resolution within such 10 day period, the Company shall within 5 days after the last day of such 10 day period engage an Appraiser investment bank or other qualified appraisal firm reasonably acceptable to the Objecting Holder (the "Appraiser") to make an independent determination of such Fair Market Value (the “Appraiser’s "Appraiser Determination”"), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail . The Appraiser Determination shall be made within 30 20 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value engagement of such other property assuming that such other property was sold in an arm’s length transaction between an informed Appraiser and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereof, absent manifest errorObjecting Holder. The costs of conducting an the appraisal shall be borne solely by the Company.. (c) If the Company does not determine the Fair Market Value of a share of Common Stock, or property or service, as applicable, within the period specified in Section 3.1, then any Warrantholder shall have the right to determine the Fair Market Value (the "Holder Determination") which determination shall be final and binding upon the Company and the Warrantholder(s). Upon each such determination, the

Contest and Appraisal Rights. If Holders of the holder hereof Required Interest shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value or the fair market value of any property (including, without limitation, shares of Common Stock or any Other Securities) made pursuant to this WarrantAgreement, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 10 million, then the holder such Holders may by notice to the Company (an “Appraisal Notice”"APPRAISAL NOTICE"), given within 30 days after notice to the holder hereof Holders following such determination, elect to contest such determination; provided, however, that the holder hereof Holders may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”"APPRAISER'S DETERMINATION"), and to deliver to the Company and the holder hereof each Holder a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common StockStock or Other Securities, the fair market value of the Company and its Subsidiaries or of such Other Securities, as the case may be, on the basis of an arm’s 's length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common StockStock or Other Securities, (y) any restrictions on the transfer of shares of Common StockStock or such Other Securities, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s 's length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof Holders shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s 's Determination shall be final and binding on the Company and the holders hereofHolders, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 2,500,000 then the holder may by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereof, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If the holder hereof Holder shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 10,000,000, then the holder Holder may by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof Holder following such determination, elect to contest such determination; provided, however, that the holder hereof Holder may not seek appraisal of any determination of Fair Market Value to the extent that based upon the determination of the ESOP Trustee or if the Company has received a fairness opinion or other appraisal from an Appraiser independent nationally recognized investment bank or other qualified financial institution acceptable to the Company and the Holder (the “Appraiser”) in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to who shall deliver to the Company and the holder hereof Holder a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries property on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an 10 informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof Holder shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereofHolders, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If the holder hereof shallUpon each determination of Earnings Value, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant and Market Price hereunder, the Company shall promptly give notice thereof to this Warrantall Warrantholders, setting forth in reasonable detail the calculation of such Earnings Value or Market Price or the method and basis of determination of such disagreement is in respect Fair Market Value, as the case may be. If the Holder (or any permitted transferee of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors all of the Company at more than $100,000 then the holder may Holder's outstanding Warrants) shall disagree with such determination and shall, by notice to the Company (an “Appraisal Notice”), given within 30 days 15 Business Days after the Company's notice to the holder hereof following of such determination, elect to contest dispute such determination; provided, however, such dispute shall be resolved in accordance with this Section 3.2. In the event that the holder hereof may not seek appraisal of any a determination of Fair Market Earnings Value is disputed, such dispute shall be submitted, at the Company's expense, to the extent that Company's independent certified public accountants. If the Company has received a fairness opinion Holder (or other appraisal from an Appraiser in connection any permitted transferee of all of the Holder's outstanding Warrants) shall disagree with the transaction giving rise to such determination. Within 20 days after an Appraisal Noticedetermination made by the Company's independent certified public accountants and shall, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to deliver by notice to the Company and the holder hereof a report describing its methodology and results in reasonable detail given within 30 days 15 Business Days after notice of such engagement. In arriving at its determination, elect to dispute such determination, such dispute shall be submitted to a different firm of independent certified public accountants of recognized standing selected by the Appraiser shall base Holder (or any valuation upon: (i) in the case permitted transferee of all of the Fair Market Value of shares of Common StockHolder's outstanding Warrants) and reasonably acceptable to the Company, the fair market value of the Company and its Subsidiaries on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof whose determination shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereof, absent manifest errorHolder (or such transferee). The costs fees and expenses of conducting an appraisal such accountants shall be borne paid by the Company. In the event that a determination of Market Price is disputed, such dispute shall be submitted, at the Company's expense, to a New York Stock Exchange member firm selected by the Company and reasonably acceptable to the Holder (or any permitted transferee of all of the Holder's outstanding Warrants), whose determination of Market Price shall be binding on the Company and the Holder (or any permitted transferee of all of the Holder's outstanding Warrants). In the event that a determination of Fair Market Value is disputed, such dispute shall be resolved through the Appraisal Procedure.

Contest and Appraisal Rights. If the holder hereof shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 2,500,000 then the holder may by notice to the Company (an “"Appraisal Notice”"), given within 30 days after notice to the holder hereof following such determination, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “"Appraiser’s 's Determination”"), and to deliver to the Company and the holder hereof a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries on the basis of an arm’s 's length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s 's length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s 's Determination shall be final and binding on the Company and the holders hereof, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If the holder hereof Holder shall, in good faith, disagree with any determination by the Board of Directors of the Company of the Fair Market Value made pursuant to this Warrant, and such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 10,000,000, then the holder Holder may by notice to the Company (an “Appraisal Notice”), given within 30 days after notice to the holder hereof Holder following such determination, elect to contest such determination; provided, however, that the holder hereof Holder may not seek appraisal of any determination of Fair Market Value to the extent that based upon the determination of the ESOP Trustee or if the Company has received a fairness opinion or other appraisal from an Appraiser independent nationally recognized investment bank or other qualified financial institution acceptable to the Company and the Holder (the “Appraiser”) in connection with the transaction giving rise to such determination. Within 20 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s Determination”), and to who shall deliver to the Company and the holder hereof Holder a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value of shares of Common Stock, the fair market value of the Company and its Subsidiaries property on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (x) the lack of an actively trading public market for the Common Stock, (y) any restrictions on the transfer of shares of Common Stock, or (z) any control premium or minority discount, and (ii) in the case of the Fair Market Value of any other property, the fair market value of such other property assuming that such other property was sold in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing. The holder hereof Holder shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereofHolders, absent manifest error. The costs of conducting an appraisal shall be borne by the Company.

Contest and Appraisal Rights. If Subject to Section 3.11(b), if the holder hereof Majority Holders shall, in good faithfor any reason, disagree with any determination by the Board of Directors of the Company fair market value of the Fair Market Value any securities or property made pursuant to this WarrantAgreement, and then such disagreement is in respect of securities not traded on a national securities exchange or quoted on an automated quotation system or other property valued by the Board of Directors of the Company at more than $100,000 then the holder Holders may by notice to the Company (an “Appraisal Notice”), given within 30 60 days after notice the date on which the Holders shall have received written notices of such determination and the accountants’ report relating thereto pursuant to the holder hereof following such determinationSection 3.7 hereof, elect to contest such determination; provided, however, that the holder hereof may not seek appraisal of any determination of Fair Market Value to the extent that the Company has received a fairness opinion or other appraisal from an Appraiser in connection with the transaction giving rise to such determination. Within 20 15 days after an Appraisal Notice, the Company shall engage an Appraiser to make an independent determination of such Fair Market Value fair market value (the “Appraiser’s Determination”), and . The Company shall cause such Appraiser to deliver to the Company and the holder hereof each Holder a report describing its methodology and results in reasonable detail within 30 days of such engagement. In arriving at its determination, the Appraiser shall base any valuation upon: (i) in the case of the Fair Market Value fair market value (on a fully-diluted basis) of shares of Common StockStock or Other Securities, the fair market value of the Company and its Subsidiaries or of such Other Securities, as the case may be, on the basis of an arm’s length sale of a going concern between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing, and without consideration of (xA) the lack of an actively trading public market for the Common StockStock or Other Securities, (yB) any restrictions on the transfer of shares of Common StockStock or such Other Securities, or (zC) any control premium or minority discount, and (ii) in the case of the Fair Market Value fair market value of any other securities or property, the fair market value of such other securities or property assuming that such other securities or other property was were sold in an arm’s arm’s-length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion to buy or sell, taking into account all the relevant facts and circumstances then prevailing; provided that in no event shall such fair market value as determined by the Appraiser be less than such fair market value as determined by the Board of Directors. The holder hereof Holders shall be afforded reasonable opportunities to discuss the appraisal with the Appraiser. The Appraiser’s Determination shall be final and binding on the Company and the holders hereofHolders, absent manifest error. The costs of conducting an any such appraisal shall be borne entirely by the Company.