Common use of Fair Market Value of Repurchased Shares Clause in Contracts

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" of Executive Securities subject to repurchase hereunder shall be determined in accordance with this paragraph (e). (ii) The Company and the holders of a majority of the Executive Securities to be repurchased shall attempt in good faith to agree on the Fair Market Value of the Executive Securities. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value of any Executive Securities that are publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities on all securities exchanges on which such securities may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the Nasdaq System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iv) If such Persons are unable to reach agreement pursuant to subparagraph (ii) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are not publicly traded: (A) The Company and the holders of a majority of the Executive Securities shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the telecommunications industry and in valuing entities like the Company, and the two investment bankers/appraisers so selected shall together select a third investment banker/appraiser similarly qualified. (B) The three investment bankers/appraisers shall first appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then appraise the fair market value of such non-publicly-traded Executive Securities as follows: the fair market value of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock outstanding on the date of the Repurchase Event (determined on a fully diluted basis (x) with respect to all outstanding securities convertible into the Company's Common Stock, assuming the conversion of such convertible securities (without regard to any conditions or other restrictions on such conversion), and (y) with respect to all outstanding options, warrants and other rights or securities exercisable or exchangeable for shares of the Company's Common Stock, in accordance with the Treasury Stock Method under generally accepted accounting principles for determination of fully diluted earnings per share). The three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company and/or its assignees and to each of the holders of Executive Securities. (C) The "Fair Market Value" of the non-publicly-traded Executive Securities to be repurchased shall be the average of the two appraisals closest to each other, and such amount shall be final and binding on all parties hereto; provided that the Company (and/or any assignee) may at any time within five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The costs of such appraisal shall be allocated between the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D).

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" In the event that the fair market value of any shares of Executive Securities subject Stock (the "Valued Stock") is relevant to the determination of ------------ the Repurchase Price for such shares under paragraph 3(c) above, a majority interest of the Company and/or any assignees of the Company's repurchase hereunder shall rights pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be determined in accordance with this paragraph (e). (iipurchased by each) The Company and the holders of a majority of the Executive Securities Stock to be repurchased shall attempt in good faith to agree on the Fair Market Value fair market value of the Executive SecuritiesValued Stock. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iiiii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value fair market value of any Executive Securities Valued Stock that are is publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event Termination and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities Valued Stock on all securities exchanges on which such securities Valued Stock may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are the Valued Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq NASDAQ System as of 4:00 P.M., New York time, or, if on any day such securities are the Valued Stock is not quoted in the Nasdaq NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iviii) If such Persons are unable to reach agreement pursuant to subparagraph (iiparagraph 3(d)(i) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are Valued Stock is not publicly traded: (A) The A majority interest of the Company and/or its assignees pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be repurchased by each) and the holders of a majority of the Executive Securities Valued Stock shall each, within 10 days thereafter, choose appoint one investment banker or other appraiser with experience experienced in analyzing valuing companies like the Company (and making determinations concerning matters if the Valued Stock includes any shares of Class C Common, experienced in valuing arrangements of the type described in the telecommunications industry and in valuing entities like the CompanyVesting Agreements), and the two investment bankers/appraisers Persons so selected appointed shall together select within 10 days after their appointment appoint a third investment banker/banker or appraiser similarly qualifiedexperienced. (B) The three investment bankers/appraisers shall first each appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then each appraise the fair market value of such non-publicly-traded Executive Securities as follows: the fair market value Valued Stock based on their estimation of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock the Company's ---------- common stock outstanding on at the date time of the Repurchase Event Termination (determined calculated on a fully diluted basis basis); provided that the value of any Valued Stock that is -------- Unvested Class C Common (as that term is defined in the Vesting Agreements) shall reflect (x) with respect to all outstanding securities convertible into the Company's Common Stock, assuming the conversion expected market value of such convertible securities Unvested Class C Common at such future time as it is expected to become Vested Class C Common (without regard to any conditions or other restrictions on such conversionas that term is defined in the Vesting Agreements), appropriately discounted to its present value at Termination based upon the amount of time from Termination until such Unvested Class C Common is expected to vest (if at all) and (y) with respect to all outstanding optionsthe risk that such Unvested Class C Common may never become Vested Class C Common. To the extent that the Valued Stock represents securities other than Company common stock, warrants and other rights or the investment bankers/appraisers shall value such securities exercisable or exchangeable for shares based on a similar appraisal of the Company's Common Stock, in accordance with fair market value of the Treasury Stock Method under generally accepted accounting principles for determination issuer of fully diluted earnings per share)such securities. The Each of the three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company and/or its assignees pursuant to paragraph 3(e) and to each of the holders of Executive SecuritiesValued Stock. (C) The "Fair Market Value" For purposes of this paragraph 3, the non-publicly-traded Executive Securities to be repurchased fair market value of such Valued Stock shall be the average of the two appraisals closest to each other, and such amount determination shall be final and binding on all parties hereto; provided that the Company (and/or any assigneeassignee pursuant -------- to paragraph 3(e)) may at any time within the five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities Stock to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The reasonable costs of such appraisal shall be allocated between borne by the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D)Company.

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" of Executive Securities subject to repurchase hereunder shall be determined in accordance with this paragraph (e). (ii) The Company A majority interest of the LLC and/or any assignees of the LLC's repurchase rights (based on the amount of Executive Securities to be purchased by each) and the holders of a majority of the Executive Securities to be repurchased shall attempt in good faith to agree on the Fair Market Value of the Executive Securities. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value of any Executive Securities that are publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities on all securities exchanges on which such securities may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the Nasdaq System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iv) If such Persons are unable to reach agreement pursuant to subparagraph (ii) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are not publicly traded: (A) The Company A majority interest of the LLC and/or its assignees (based on the amount of Executive Securities to be repurchased by each) and the holders of a majority of the Executive Securities shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the telecommunications industry and in valuing entities like the CompanyLLC (including the distribution arrangements of the type described in the LLC Agreement), and the two investment bankers/appraisers so selected shall together select a third investment banker/appraiser similarly qualified. (B) The three investment bankers/appraisers shall first appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then appraise the fair market value of such non-non- publicly-traded Executive Securities as follows: : 1) the fair market value of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock outstanding on the date of the Repurchase Event (determined on a fully diluted basis (x) with respect to the Preferred Stock and all other outstanding securities convertible into the Company's Common Stock, assuming the conversion of such Preferred Stock and other convertible securities (without regard to any conditions or other restrictions on such conversion), and (y) with respect to all outstanding options, warrants and other rights or securities exercisable or exchangeable for shares of the Company's Common Stock, in accordance with the Treasury Stock Method under generally accepted accounting principles for determination of fully diluted earnings per share). The three investment bankers/appraisers shall, within thirty days ; 2) the fair market value of their retention, provide each share of Preferred Stock shall be equal to the written results greater of (x) the Liquidation Value (as defined in the Company's certificate of incorporation) of such appraisals to share, together with all accrued but unpaid dividends thereon (as determined under the Company and/or its assignees Company's certificate of incorporation), and to each (y) the fair market value (determined in accordance with subparagraph 1) above) of the holders share(s) of Executive Securities. Common Stock (Cincluding fractional shares) The "Fair Market Value" into which such share of Preferred Stock is convertible on the non-publicly-traded Executive Securities to be repurchased shall be the average of the two appraisals closest to each other, and such amount shall be final and binding on all parties hereto; provided that the Company (and/or any assignee) may at any time within five days after receiving written notice of such determination rescind its prior exercise date of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The costs of such appraisal shall be allocated between the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D).Event;

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" of Executive Securities subject to repurchase hereunder shall be determined in accordance with this paragraph (e). (ii) The Company A majority interest of the LLC and/or any assignees of the LLC's repurchase rights (based on the amount of Executive Securities to be purchased by each) and the holders of a majority of the Executive Securities to be repurchased shall attempt in good faith to agree on the Fair Market Value of the Executive Securities. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value of any Executive Securities that are publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities on all securities exchanges on which such securities may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the Nasdaq System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organizationorgani zation. (iv) If such Persons are unable to reach agreement pursuant to subparagraph (ii) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are not publicly traded: (A) The Company A majority interest of the LLC and/or its assignees (based on the amount of Executive Securities to be repurchased by each) and the holders of a majority of the Executive Securities shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the telecommunications industry and in valuing entities like the CompanyLLC (including the distribution arrangements of the type described in the LLC Agreement), and the two investment bankers/appraisers so selected shall together select a third investment banker/appraiser similarly qualified. (B) The three investment bankers/appraisers shall first appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then appraise the fair market value of such non-publicly-traded Executive Securities as follows: : 1) the fair market value of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock outstanding on the date of the Repurchase Event (determined on a fully diluted basis (x) with respect to the Preferred Stock and all other outstanding securities convertible into the Company's Common Stock, assuming the conversion of such Preferred Stock and other convertible securities (without regard to any conditions or other restrictions on such conversion), and (y) with respect to all outstanding options, warrants and other rights or securities exercisable or exchangeable for shares of the Company's Common Stock, in accordance with the Treasury Stock Method under generally accepted accounting principles for determination of fully diluted earnings per share); 2) the fair market value of each share of Preferred Stock shall be equal to the greater of (x) the Liquidation Value (as defined in the Company's certificate of incorporation) of such share, together with all accrued but unpaid dividends thereon (as determined under the Company's certificate of incorporation), and (y) the fair market value (determined in accordance with subparagraph 1) above) of the share(s) of Common Stock (including fractional shares) into which such share of Preferred Stock is convertible on the date of the Repurchase Event; 3) the fair market value of each Class B Unit shall be equal to the fair market value of the assets (as determined in accordance with subparagraphs 1), 2), and 4) of this subparagraph (B)) that would be distributed according to the terms of the LLC Agreement with respect to such Class B Unit if the LLC were dissolved and liquidated on the date of the Repurchase Event; and 4) the fair market value of any other non-publicly-traded Executive Securities (or, for purposes of subparagraph 3) above, any other assets) shall be the fair value of such securities (or other assets), determined on the basis of an orderly, arm's length sale to a willing, unaffiliated buyer, taking into account all relevant factors determinative of value. The three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company LLC and/or its assignees and to each of the holders of Executive Securities. (C) The "Fair Market Value" of the non-publicly-traded Executive Securities to be repurchased shall be the average of the two appraisals closest to each other, and such amount shall be final and binding on all parties hereto; provided that the Company LLC (and/or any assignee) may at any time within five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The costs of such appraisal shall be allocated between the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D).

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" of Executive Securities subject to repurchase hereunder shall be determined in accordance with this paragraph (e). (ii) The Company A majority interest of the LLC and/or any assignees of the LLC's repurchase rights (based on the amount of Executive Securities to be purchased by each) and the holders of a majority of the Executive Securities to be repurchased shall attempt in good faith to agree on the Fair Market Value of the Executive Securities. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value of any Executive Securities that are publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities on all securities exchanges on which such securities may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the Nasdaq System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iv) If such Persons are unable to reach agreement pursuant to subparagraph (ii) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are not publicly traded: (A) The Company A majority interest of the LLC and/or its assignees (based on the amount of Executive Securities to be repurchased by each) and the holders of a majority of the Executive Securities shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the telecommunications industry and in valuing entities like the CompanyLLC (including the distribution arrangements of the type described in the LLC Agreement), and the two investment bankers/appraisers so selected shall together select a third investment banker/appraiser similarly qualified. (B) The three investment bankers/appraisers shall first appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then appraise the fair market value of such non-non- publicly-traded Executive Securities as follows: : 1) the fair market value of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock outstanding on the date of the Repurchase Event (determined on a fully diluted basis (x) with respect to the Preferred Stock and all other outstanding securities convertible into the Company's Common Stock, assuming the conversion of such Preferred Stock and other convertible securities (without regard to any conditions or other restrictions on such conversion), and (y) with respect to all outstanding options, warrants and other rights or securities exercisable or exchangeable for shares of the Company's Common Stock, in accordance with the Treasury Stock Method under generally accepted accounting principles for determination of fully diluted earnings per share). The three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company and/or its assignees and to each of the holders of Executive Securities. (C) The "Fair Market Value" of the non-publicly-traded Executive Securities to be repurchased shall be the average of the two appraisals closest to each other, and such amount shall be final and binding on all parties hereto; provided that the Company (and/or any assignee) may at any time within five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The costs of such appraisal shall be allocated between the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D).;

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" of Executive Securities subject to repurchase hereunder shall be determined in accordance with this paragraph (e). (ii) The Company A majority interest of the LLC and/or any assignees of the LLC's repurchase rights (based on the amount of Executive Securities to be purchased by each) and the holders of a majority of the Executive Securities to be repurchased shall attempt in good faith to agree on the Fair Market Value of the Executive Securities. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value of any Executive Securities that are publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities on all securities exchanges on which such securities may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the Nasdaq System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iv) If such Persons are unable to reach agreement pursuant to subparagraph (ii) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are not publicly traded: (A) The Company A majority interest of the LLC and/or its assignees (based on the amount of Executive Securities to be repurchased by each) and the holders of a majority of the Executive Securities shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the telecommunications industry and in valuing entities like the CompanyLLC (including the distribution arrangements of the type described in the LLC Agreement), and the two investment bankers/appraisers so selected shall together select a third investment banker/appraiser similarly qualified. (B) The three investment bankers/appraisers shall first appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then appraise the fair market value of such non-publicly-traded Executive Securities as follows: : 1) the fair market value of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock outstanding on the date of the Repurchase Event (determined on a fully diluted basis (x) with respect to the Preferred Stock and all other outstanding securities convertible into the Company's Common Stock, assuming the conversion of such Preferred Stock and other convertible securities (without regard to any conditions or other restrictions on such conversion), and (y) with respect to all outstanding options, warrants and other rights or securities exercisable or exchangeable for shares of the Company's Common Stock, in accordance with the Treasury Stock Method under generally accepted accounting principles for determination of fully diluted earnings per share); 2) the fair market value of each share of Preferred Stock shall be equal to the greater of (x) the Liquidation Value (as defined in the Company's certificate of incorporation) of such share, together with all accrued but unpaid dividends thereon (as determined under the Company's certificate of incorporation), and (y) the fair market value (determined in accordance with subparagraph 1) above) of the share(s) of Common Stock (including fractional shares) into which such share of Preferred Stock is convertible on the date of the Repurchase Event; 3) the fair market value of each Class B Unit shall be equal to the fair market value of the assets (as determined in accordance with subparagraphs 1), 2), and 4) of this subparagraph (B)) that would be distributed according to the terms of the LLC Agreement with respect to such Class B Unit if the LLC were dissolved and liquidated on the date of the Repurchase Event; and 4) the fair market value of any other non-publicly-traded Executive Securities (or, for purposes of subparagraph 3) above, any other assets) shall be the fair value of such securities (or other assets), determined on the basis of an orderly, arm's length sale to a willing, unaffiliated buyer, taking into account all relevant factors determinative of value. The three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company LLC and/or its assignees and to each of the holders of Executive Securities. (C) The "Fair Market Value" of the non-publicly-traded Executive Securities to be repurchased shall be the average of the two appraisals closest to each other, and such amount shall be final and binding on all parties hereto; provided that the Company LLC (and/or any assignee) may at any time within five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The costs of such appraisal shall be allocated between the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D).

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" In the event that the fair market value of any shares of Executive Securities subject Stock (the "Valued Stock") is relevant to the determination of ------------ the Repurchase Price for such shares under paragraph 3(c) above, a majority interest of the Company and/or any assignees of the Company's repurchase hereunder shall rights pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be determined in accordance with this paragraph (e). (iipurchased by each) The Company and the holders of a majority of the Executive Securities Stock to be repurchased shall attempt in good faith to agree on the Fair Market Value fair market value of the Executive SecuritiesValued Stock. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iiiii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value fair market value of any Executive Securities Valued Stock that are is publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event Termination and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities Valued Stock on all securities exchanges on which such securities Valued Stock may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are the Valued Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq NASDAQ System as of 4:00 P.M., New York time, or, if on any day such securities are the Valued Stock is not quoted in the Nasdaq NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iviii) If such Persons are unable to reach agreement pursuant to subparagraph (iiparagraph 3(d)(i) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are Valued Stock is not publicly traded: (A) The A majority interest of the Company and/or its assignees pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be repurchased by each) and the holders of a majority of the Executive Securities Valued Stock shall each, within 10 days thereafter, choose appoint one investment banker or other appraiser with experience experienced in analyzing valuing companies like the Company (and making determinations concerning matters if the Valued Stock includes any shares of Class C Common, experienced in valuing arrangements of the type described in the telecommunications industry and in valuing entities like the CompanyVesting Agreements), and the two investment bankers/appraisers Persons so selected appointed shall together select within 10 days after their appointment appoint a third investment banker/banker or appraiser similarly qualifiedexperienced. (B) The three investment bankers/appraisers shall first each appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then each appraise the fair market value of such non-publicly-traded Executive Securities as follows: the fair market value Valued Stock based on their estimation of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock the Company's ------- common stock outstanding on at the date time of the Repurchase Event Termination (determined calculated on a fully diluted basis basis); provided that the value of any Valued Stock that is -------- Unvested Class C Common (as that term is defined in the Vesting Agreements) shall reflect (x) with respect to all outstanding securities convertible into the Company's Common Stock, assuming the conversion expected market value of such convertible securities Unvested Class C Common at such future time as it is expected to become Vested Class C Common (without regard to any conditions or other restrictions on such conversionas that term is defined in the Vesting Agreements), appropriately discounted to its present value at Termination based upon the amount of time from Termination until such Unvested Class C Common is expected to vest (if at all) and (y) with respect to all outstanding optionsthe risk that such Unvested Class C Common may never become Vested Class C Common. To the extent that the Valued Stock represents securities other than Company common stock, warrants and other rights or the investment bankers/appraisers shall value such securities exercisable or exchangeable for shares based on a similar appraisal of the Company's Common Stock, in accordance with fair market value of the Treasury Stock Method under generally accepted accounting principles for determination issuer of fully diluted earnings per share)such securities. The Each of the three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company and/or its assignees pursuant to paragraph 3(e) and to each of the holders of Executive SecuritiesValued Stock. (C) The "Fair Market Value" For purposes of this paragraph 3, the non-publicly-traded Executive Securities to be repurchased fair market value of such Valued Stock shall be the average of the two appraisals closest to each other, and such amount determination shall be final and binding on all parties hereto; provided that the Company (and/or any assigneeassignee pursuant to paragraph 3(e)) may at any time within the five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities Stock to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The reasonable costs of such appraisal shall be allocated between borne by the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D)Company.

Fair Market Value of Repurchased Shares. (i) The "Fair Market Value" In the event that the fair market value of any shares of Executive Securities subject Stock (the "Valued Stock") is relevant to the determination of ------------ the Repurchase Price for such shares under paragraph 3(c) above, a majority interest of the Company and/or any assignees of the Company's repurchase hereunder shall rights pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be determined in accordance with this paragraph (e). (iipurchased by each) The Company and the holders of a majority of the Executive Securities Stock to be repurchased shall attempt in good faith to agree on the Fair Market Value fair market value of the Executive SecuritiesValued Stock. Any agreement reached by such Persons shall be final and binding on all parties hereto. (iiiii) If such Persons are unable to reach such agreement within 20 days after the giving of Repurchase Notice, the Fair Market Value fair market value of any Executive Securities Valued Stock that are is publicly traded shall be the average, over a period of 21 days consisting of the date of the Repurchase Event Termination and the 20 consecutive business days prior to that date, of the average of the closing prices of the sales of such securities Valued Stock on all securities exchanges on which such securities Valued Stock may at that time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such securities are the Valued Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq NASDAQ System as of 4:00 P.M., New York time, or, if on any day such securities are the Valued Stock is not quoted in the Nasdaq NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization. (iviii) If such Persons are unable to reach agreement pursuant to subparagraph (iiparagraph 3(d)(i) within 20 days after the giving of Repurchase Notice, and to the extent any Executive Securities are Valued Stock is not publicly traded: (A) The A majority interest of the Company and/or its assignees pursuant to paragraph 3(e) (based on the number of shares of Executive Stock to be repurchased by each) and the holders of a majority of the Executive Securities Valued Stock shall each, within 10 days thereafter, choose appoint one investment banker or other appraiser with experience experienced in analyzing valuing companies like the Company (and making determinations concerning matters if the Valued Stock includes any shares of Class C Common, experienced in valuing arrangements of the type described in the telecommunications industry and in valuing entities like the CompanyVesting Agreements), and the two investment bankers/appraisers Persons so selected appointed shall together select within 10 days after their appointment appoint a third investment banker/banker or appraiser similarly qualifiedexperienced. (B) The three investment bankers/appraisers shall first each appraise the fair market value of the Company (based on the assumption of an orderly, arm's length sale to a willing unaffiliated buyer). The three investment bankers/appraisers shall then each appraise the fair market value of such non-publicly-traded Executive Securities as follows: the fair market value Valued Stock based on their estimation of each share of Common Stock shall be equal to the fair market value of the Company divided by the total number of shares of Common Stock the Company's ---------- common stock outstanding on at the date time of the Repurchase Event Termination (determined calculated on a fully diluted basis basis); provided that the value of any Valued Stock that is -------- Unvested Class C Common (as that term is defined in the Vesting Agreements) shall reflect (x) with respect to all outstanding securities convertible into the Company's Common Stock, assuming the conversion expected market value of such convertible securities Unvested Class C Common at such future time as it is expected to become Vested Class C Common (without regard to any conditions or other restrictions on such conversionas that term is defined in the Vesting Agreements), appropriately discounted to its present value at Termination based upon the amount of time from Termination until such Unvested Class C Common is expected to vest (if at all) and (y) with respect to all outstanding optionsthe risk that such Unvested Class C Common may never become Vested Class C Common. To the extent that the Valued Stock represents securities other than Company common stock, warrants and other rights or the investment bankers/appraiser s shall value such securities exercisable or exchangeable for shares based on a similar appraisal of the Company's Common Stock, in accordance with fair market value of the Treasury Stock Method under generally accepted accounting principles for determination issuer of fully diluted earnings per share)such securities. The Each of the three investment bankers/appraisers shall, within thirty days of their retention, provide the written results of such appraisals to the Company and/or its assignees pursuant to paragraph 3(e) and to each of the holders of Executive SecuritiesValued Stock. (C) The "Fair Market Value" For purposes of this paragraph 3, the non-publicly-traded Executive Securities to be repurchased fair market value of such Valued Stock shall be the average of the two appraisals closest to each other, and such amount determination shall be final and binding on all parties hereto; provided that the Company (and/or any assigneeassignee pursuant -------- to paragraph 3(e)) may at any time within the five days after receiving written notice of such determination rescind its prior exercise of the Repurchase Option by giving written notice of such revocation to the holder or holders of the Executive Securities Stock to be repurchased, and upon such revocation the revoking party will be treated as if it had never exercised such Repurchase Option (it being understood that such revoking parties shall thereafter have no right to re-exercise such Repurchase Option). (D) The reasonable costs of such appraisal shall be allocated between borne by the parties based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that if any parties revoke their exercise of the Repurchase Option pursuant to paragraph (C) above, such revoking parties shall bear (pro rata among such revoking parties based on the number of Executive Securities with respect to which each such revoking party had initially exercised its Repurchase Option) any appraisal costs that would be allocated to the holder(s) of Executive Securities under this paragraph (D)Company.