Common use of Per Share Price; Valuations Clause in Contracts

Per Share Price; Valuations. The per share purchase price --------------------------- to be paid upon exercise of the rights granted under this Section 4 will be equal to the lowest per share consideration at which the New Securities are offered or proposed to be offered by the Company to any New Securities Purchaser. The consideration for which New Securities are offered or proposed to be offered will be determined as follows: (i) in case of the proposed issuance of New Securities for cash, the consideration to be received by the Company will be the amount of cash for which the New Securities are proposed to be issued and (ii) in case of the proposed issuance of New Securities in whole or in part for consideration other than cash, the value of the consideration to be received by the Company other than cash will be the Fair Market Value of that consideration as reasonably determined by the Board in good faith. If any Senior Holder within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value of any security or other property contained therein, the Company and the Senior Holder shall attempt in good faith to agree on the Fair Market Value of such security or other property. If they are unable to so agree within five Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Senior Holders shall select one appraiser and the Company and the Majority Senior Holders shall submit to such appraiser (and each other) a brief written statement of their position regarding the matter in dispute and supporting arguments, and each shall be given a period of five Business Days thereafter to submit to the other and to the appraiser a written response to such written statement of the other. Such appraiser shall within fifteen Business Days of the date of its selection, resolve such dispute by choosing either the position of the Company set forth in such written statement so submitted by the Company or the position of the Majority Senior Holders set forth in such written statement so submitted by the Majority Senior Holders, whichever in the opinion of the appraiser, in its sole discretion, is more consistent with the purposes and intent of this Agreement. Decisions with respect to such determination made pursuant to this Section 4.2 by the Majority Senior Holders shall be binding on all Senior Holders. Any determination of Fair Market Value for purposes of this Section 4 by agreement of the Company and the Majority Senior Holders or by an appraiser appointed as provided in this Section 4.2 shall be final and binding on the Company and each Senior Holder for all purposes of this Section 4. Promptly after any final determination of Fair Market Value pursuant to this Section 4.2, the Company shall give each Senior Holder a written notice stating such Fair Market Value. Each appraiser shall be a nationally recognized appraiser or investment banking firm which has substantial experience in making appraisals similar to that being made, which is not directly or indirectly affiliated with the Company or any other Person who is a party to or otherwise interested in the event resulting in the need for such appraisal and which has no interest (other than the receipt of customary fees) in such event. In the event the appraiser agrees with the written statement submitted by the Senior Holders, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 shall be paid by the Company. In the event the appraiser agrees with the written statement submitted by the Company, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 shall be paid by the Senior Holders.

Per Share Price; Valuations. The per share purchase price ----------- --------------------------- to be paid upon exercise of the rights granted under this Section 4 Article VII will be ----------- equal to the lowest per share consideration at which the New Securities are offered or proposed to be offered by the Company to any New Securities Purchaser. The consideration for which New Securities are offered or proposed to be offered will be determined as follows: : (iiii) in case of the proposed issuance of New Securities for cash, the consideration to be received by the Company will be the amount of cash for which the New Securities are proposed to be issued and (iiiv) in case of the proposed issuance of New Securities in whole or in part for consideration other than cash, the value of the consideration to be received by the Company other than cash will be the Fair Market Value fair market value of that consideration as reasonably determined by the Board of Directors of the Company in good faith. If any Senior Holder Investor within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value fair market value of any security or other property contained therein, the Company and the Senior Holder Investors shall attempt in good faith to agree on the Fair Market Value fair market value of such security or other property. If they are unable to so agree within five Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Senior Holders Investors shall select one appraiser and the Company and the Majority Senior Holders Investors shall submit to such appraiser (and each other) a brief written statement of their position regarding the matter in dispute and supporting arguments, and each shall be given a period of five Business Days thereafter to submit to the other and to the appraiser a written response to such written statement of the other. Such appraiser shall within fifteen Business Days days of the date of its selection, resolve such dispute by choosing either the position of the Company set forth in such written statement so submitted by the Company or the position of the Majority Senior Holders Investors set forth in such written statement so submitted by the Majority Senior HoldersInvestors, whichever in the opinion of the appraiser, in its sole discretion, is more consistent with the purposes and intent of this Agreement. Decisions with respect to such determination made pursuant to this Section 4.2 7.2 by the Majority Senior Holders Investors shall be binding on all Senior HoldersInvestors. Any ----------- determination of Fair Market Value for purposes of this Section 4 Article VII by agreement ----------- of the Company and the Majority Senior Holders Investors or by an appraiser appointed as provided in this Section 4.2 7.2 shall be final and binding on the Company Company, and each Senior Holder Investor for all purposes of this Section 4Article VII. Promptly after any final ----------- determination of Fair Market Value pursuant to this Section 4.27.2, the Company ----------- shall give each Senior Holder Investor a written notice stating such Fair Market Value. Each appraiser shall be a nationally recognized appraiser or investment banking firm which has substantial experience in making appraisals similar to that being made, which is not directly or indirectly affiliated with the Company or any other Person who is a party to or otherwise interested in the event resulting in the need for such appraisal and which has no interest (other than the receipt of customary fees) in such event. In the event the appraiser agrees with the written statement submitted by the Senior HoldersInvestors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Company. In the event the appraiser agrees with the written statement submitted by the Company, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Senior HoldersInvestors.

Per Share Price; Valuations. The per share purchase --------------------------- price --------------------------- to be paid upon exercise of the rights granted under this Section 4 Article VII will ----------- be equal to the lowest per share consideration at which the New Securities are offered or proposed to be offered by the Company to any New Securities Purchaser. The consideration for which New Securities are offered or proposed to be offered will be determined as follows: (i) in case of the proposed issuance of New Securities for cash, the consideration to be received by the Company will be the amount of cash for which the New Securities are proposed to be issued and (ii) in case of the proposed issuance of New Securities in whole or in part for consideration other than cash, the value of the consideration to be received by the Company other than cash will be the Fair Market Value fair market value of that consideration as reasonably determined by the Board of Directors of the Company in good faith. If any Senior Holder Investor within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value fair market value of any security or other property contained therein, the Company and the Senior Holder Investors shall attempt in good faith to agree on the Fair Market Value fair market value of such security or other property. If they are unable to so agree within five Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Senior Holders Investors shall select one appraiser and the Company and the Majority Senior Holders Investors shall submit to such appraiser (and each other) a brief written statement of their position regarding the matter in dispute and supporting arguments, and each shall be given a period of five Business Days thereafter to submit to the other and to the appraiser a written response to such written statement of the other. Such appraiser shall within fifteen Business Days days of the date of its selection, resolve such dispute by choosing either the position of the Company set forth in such written statement so submitted by the Company or the position of the Majority Senior Holders Investors set forth in such written statement so submitted by the Majority Senior HoldersInvestors, whichever in the opinion of the appraiser, in its sole discretion, is more consistent with the purposes and intent of this Agreement. Decisions with respect to such determination made pursuant to this Section 4.2 7.02 by the Majority Senior Holders Investors shall ------------ be binding on all Senior HoldersInvestors. Any determination of Fair Market Value fair market value for purposes of this Section 4 Article VII by agreement of the Company and the Majority Senior Holders ----------- Investors or by an appraiser appointed as provided in this Section 4.2 7.02 shall be ------------ final and binding on the Company Company, and each Senior Holder Investor for all purposes of this Section 4Article VII. Promptly after any final determination of Fair Market Value fair market value ----------- pursuant to this Section 4.27.02, the Company shall give each Senior Holder Investor a written ------------ notice stating such Fair Market Valuefair market value. Each appraiser shall be a nationally recognized appraiser or investment banking firm which has substantial experience in making appraisals similar to that being made, which is not directly or indirectly affiliated with the Company or any other Person who is a party to or otherwise interested in the event resulting in the need for such appraisal and which has no interest (other than the receipt of customary fees) in such event. In the event the appraiser agrees with the written statement submitted by the Senior HoldersInvestors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Company. In the event the appraiser agrees with the written statement submitted by the Company, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Senior Holders.Investors. -----------

Per Share Price; Valuations. The per share purchase price --------------------------- to be paid upon exercise of the rights granted under this Section 4 Article VII will be equal to the lowest per share consideration at which the New Securities are offered or proposed to be offered by the Company to any New Securities Purchaser. The consideration for which New Securities are offered or proposed to be offered will be determined as follows: (i) in case of the proposed issuance of New Securities for cash, the consideration to be received by the Company will be the amount of cash for which the New Securities are proposed to be issued and (ii) in case of the proposed issuance of New Securities in whole or in part for consideration other than cash, the value of the consideration to be received by the Company other than cash will be the Fair Market Value fair market value of that consideration as reasonably determined by the Board of Directors of the Company in good faith. If any Senior Holder Investor within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value fair market value of any security or other property contained therein, the Company and the Senior Holder Investors shall attempt in good faith to agree on the Fair Market Value fair market value of such security or other property. If they are unable to so agree within five Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Senior Holders Investors shall select one appraiser and the Company and the Majority Senior Holders Investors shall submit to such appraiser (and each other) a brief written statement of their position regarding the matter in dispute and supporting arguments, and each shall be given a period of five Business Days thereafter to submit to the other and to the appraiser a written response to such written statement of the other. Such appraiser shall within fifteen Business Days days of the date of its selection, resolve such dispute by choosing either the position of the Company set forth in such written statement so submitted by the Company or the position of the Majority Senior Holders Investors set forth in such written statement so submitted by the Majority Senior HoldersInvestors, whichever in the opinion of the appraiser, in its sole discretion, is more consistent with the purposes and intent of this Agreement. Decisions with respect to such determination made pursuant to this Section 4.2 7.02 by the Majority Senior Holders Investors shall be binding on all Senior HoldersInvestors. Any determination of Fair Market Value fair market value for purposes of this Section 4 Article VII by agreement of the Company and the Majority Senior Holders Investors or by an appraiser appointed as provided in this Section 4.2 7.02 shall be final and binding on the Company Company, and each Senior Holder Investor for all purposes of this Section 4Article VII. Promptly after any final determination of Fair Market Value fair market value pursuant to this Section 4.27.02, the Company shall give each Senior Holder Investor a written notice stating such Fair Market Valuefair market value. Each appraiser shall be a nationally recognized appraiser or investment banking firm which has substantial experience in making appraisals similar to that being made, which is not directly or indirectly affiliated with the Company or any other Person who is a party to or otherwise interested in the event resulting in the need for such appraisal and which has no interest (other than the receipt of customary fees) in such event. In the event the appraiser agrees with the written statement submitted by the Senior HoldersInvestors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Company. In the event the appraiser agrees with the written statement submitted by the Company, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article VII shall be paid by the Senior HoldersInvestors.

Per Share Price; Valuations. The per share purchase price --------------------------- to be paid upon exercise of the rights granted under this Section 4 Article II will be equal to the lowest per share consideration at which the New Securities are offered or proposed to be offered by the Company to any New Securities Purchaser. The consideration for which New Securities are offered or proposed to be offered will be determined as follows: (i) in case of the proposed issuance of New Securities for cash, the consideration to be received by the Company will be the amount of cash for which the New Securities are proposed to be issued and (ii) in case of the proposed issuance of New Securities in whole or in part for consideration other than cash, the value of the consideration to be received by the Company other than cash will be the Fair Market Value of that consideration as reasonably determined by the Board in good faithof Directors of the Company. If any Senior Holder Investor within five (5) days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value of any security or other property contained therein, the Company and the Senior Holder Investors shall attempt in good faith to agree on the Fair Market Value of such security or other property. If they are unable to so agree within five (5 ) Business Days after such notice of objection was given, then within five (5) Business Days thereafter, the Company and the Majority Senior Holders Investors shall select one appraiser and the Company and the Majority Senior Holders Investors shall submit to such appraiser (and each other) a brief written statement of their position regarding the matter in dispute and supporting arguments, and each shall be given a period of five (5) Business Days thereafter to submit to the other and to the appraiser a written response to such written statement of the other. Such appraiser shall within fifteen Business Days (15) days of the date of its selection, resolve such dispute by choosing either the position of the Company set forth in such written statement so submitted by the Company or the position of the Majority Senior Holders Investors set forth in such written statement so submitted by the Majority Senior HoldersInvestors, whichever in the opinion of the appraiser, in its sole discretion, is more consistent with the purposes and intent of this Agreement. Decisions with respect to such determination made pursuant to this Section 4.2 2.2 by the Majority Senior Holders Investors shall be binding on all Senior HoldersInvestors. Any determination of Fair Market Value for purposes of this Section 4 Article II by agreement of the Company and the Majority Senior Holders Investors or by an appraiser appointed as provided in this Section 4.2 2.2 shall be final and binding on the Company Company, and each Senior Holder Investor for all purposes of this Section 4Article II. Promptly after any final determination of Fair Market Value pursuant to this Section 4.22.2, the Company shall give each Senior Holder Investor a written notice stating such Fair Market Value. Each appraiser shall be a nationally recognized appraiser or investment banking firm which has substantial experience in making appraisals similar to that being made, which is not directly or indirectly affiliated with the Company or any other Person who is a party to or otherwise interested in the event resulting in the need for such appraisal and which has no interest (other than the receipt of customary fees) in such event. In the event the appraiser agrees with the written statement submitted by the Senior HoldersInvestors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article II shall be paid by the Company. In the event the appraiser agrees with the written statement submitted by the Company, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Section 4 Article II shall be paid by the Senior HoldersInvestors.