Common use of Determination of Call Price Clause in Contracts

Determination of Call Price. The "Call Price" shall be the price of the Call Shares on the Call Exercise Date determined as set forth in this Section 8(b). The Holder and BCSG shall seek to reach agreement on the fair market value of the Call Shares for a period of up to 30 days after the Call Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Call Price." For purposes of this Agreement, the fair market value of the Call Shares will be their pro rata portion of the fair market value of all of the shares of Common Stock outstanding (on a fully diluted basis). If the Holder and BCSG are unable to reach agreement within such 30-day period, the Holder and BCSG shall seek for an additional 15 days to reach agreement on an Investment Bank to determine the fair market value of the Call Shares on the Call Exercise Date. If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares on the Call Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares (as provided above) and submit its report to each of the parties. If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Call Price" shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the list of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Call Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any event, if no Investment Bank has been chosen pursuant to this methodology within 90 days after the Call Exercise Date, either the Holder or BCSG may retain the American Arbitration Association to select an Investment Bank. The fees and expenses of any Investment Bank retained to determine the Call Price shall be paid by BCSG. The determination of the Call Price by an Investment Bank in accordance with the terms hereof shall be final and binding on the Holder and BCSG.

Determination of Call Price. The "Call Price" shall be the price of the Call Shares on the Call Exercise Date determined as set forth in this Section 8(b). The Holder and BCSG shall seek to reach agreement on the fair market value of the Call Shares for a period of up to 30 days after the Call Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Call Price." ". For purposes of this Agreement, the fair market value of the Call Shares will be their pro rata portion of the fair market value of all of the shares of Common Stock outstanding (on a fully diluted basis). If the Holder and BCSG are unable to reach agreement within such 30-day period, the Holder and BCSG shall seek for an additional 15 days to reach agreement on an Investment Bank to determine the fair market value of the Call Shares on the Call Exercise Date. If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares on the Call Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares (as provided above) and submit its report to each of the parties. If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Call Price" shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the list lists of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Call Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any event, if no Investment Bank has been chosen pursuant to this methodology within 90 days after the Call Exercise Date, either the Holder or BCSG may retain the American Arbitration Association to select an Investment Bank. The fees and expenses of any Investment Bank retained to determine the Call Price shall be paid by BCSG. The determination of the Call Price by an Investment Bank in accordance with the terms hereof shall be final and binding on the Holder and BCSG.

Determination of Call Price. The "Each Call Price" Notice shall be include the price Cash Investor’s good faith calculation of the Call Shares on Price in accordance with Section 4(d) as well as reasonably detailed supporting documentation for such calculation. With respect to any Call Notice delivered following the One Year Date (as defined below), the following provisions shall apply: (i) The Cash Investor shall provide the Rollover Investors and their Representatives (as defined in the Merger Agreement) with reasonable access (with the right to make copies), during normal business hours, to the work papers of the Cash Investor, its accountants (if, in the case of access to such accountant’s work papers, such Person executes a customary access agreement) or any of its other Representatives (as defined in the Merger Agreement) used to calculate the Call Exercise Date determined Price, as set forth reasonably requested in this Section 8(b). The Holder and BCSG shall seek to reach agreement on connection with the fair market value Rollover Investors’ review of the Cash Investor’s calculation of the Call Shares for a period of up to 30 days after the Call Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Call Price." For purposes (ii) Any Rollover Investor(s) holding more than 10% of this Agreement, the fair market value Company Units held by the Rollover Investors may deliver notice to the Cash Investor and each of the Rollover Investors at any time on or prior to 20 days following delivery of the applicable Call Notice that they dispute the Cash Investor’s calculation of the Call Shares will be their pro rata portion Price, in which case such notice shall include a reasonably detailed itemization of such Cash Investors’ objections and the fair market value of all of reasons therefor (such notice, a “Dispute Notice” and the shares of Common Stock outstanding (on a fully diluted basisRollover Investor(s) delivering such notice, the “Disputing Investors”). If the Holder and BCSG are unable to reach agreement within such 30-day periodDisputing Investors deliver a Dispute Statement, the Holder Cash Investor and BCSG the Disputing Investors shall seek for an additional 15 promptly meet and attempt in good faith to resolve their differences with respect to the disputed items set forth in the Dispute Notice during the 20 calendar days to reach agreement on an Investment Bank to determine immediately following the fair market value Cash Investor’s receipt of the Call Shares on Dispute Notice, or such longer period as the Call Exercise Date. Cash Investor and a majority in interest of the Disputing Investors may mutually agree (the “Resolution Period”). (iii) If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG Cash Investor and shall, within 60 days following its retention, determine the fair market value of the Call Shares on the Call Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Call Shares (as provided above) and submit its report to each of the parties. If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Call Price" shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the list of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Call Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any event, if no Investment Bank has been chosen pursuant to this methodology within 90 days after the Call Exercise Date, either the Holder or BCSG may retain the American Arbitration Association to select an Investment Bank. The fees and expenses of any Investment Bank retained to determine the Call Price shall be paid by BCSG. The determination of Disputing Investors do not resolve the Call Price by the end of the Resolution Period, the Cash Investor and the Disputing Investors shall submit all items remaining in dispute with respect to the Dispute Notice to a nationally recognized independent accounting firm upon which the Cash Investor and a majority in interest of the Disputing Investors shall reasonably agree (the “Accounting Firm”) for review and resolution. The Accounting Firm shall act as an Investment Bank in accordance expert and not an arbitrator. Each of the Cash Investor and the Disputing Investors shall (A) enter into a customary engagement letter with the terms hereof Accounting Firm at the time such dispute is submitted to the Accounting Firm and otherwise cooperate with the Accounting Firm (and the Cash Investor shall cause the Company to enter into such engagement letter and cooperate with the Accounting Firm), (B) have the opportunity to submit a written statement in support of their respective positions with respect to such disputed items, to provide supporting material to the Accounting Firm in defense of their respective positions with respect to such disputed items and to submit a written statement responding to the other party’s position with respect to such disputed items and (C) subject to customary confidentiality and indemnity agreements, provide the Accounting Firm with access to their respective books, records, personnel and Representatives (as defined in the Merger Agreement) and such other information as the Accounting Firm may require in order to render its determination. The Accounting Firm shall be instructed to deliver to the Cash Investor and the Rollover Investors a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Cash Investor and the Disputing Investors) of the disputed items within 20 calendar days of receipt of the disputed items, which determination shall be final and binding on the Holder parties hereto and BCSGnot subject to appeal. All fees and expenses relating to the work (if any) to be performed by the Accounting Firm will be allocated between the Cash Investor, on the one hand, and the Disputing Investors, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total disputed amount of such items so submitted.