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 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: (iii) 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 (iv) 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 of Directors of the Company in good faith. If any 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 of any security or other property contained therein, the Company and the 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 Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Investors shall select one appraiser and the Company and the Majority 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 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 Investors set forth in such written statement so submitted by the Majority Investors, 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 7.2 by the Majority Investors shall be binding on all Investors. Any ----------- determination of Fair Market Value for purposes of this Article VII by agreement ----------- of the Company and the Majority Investors or by an appraiser appointed as provided in this Section 7.2 shall be final and binding on the Company, and each Investor for all purposes of this Article VII. Promptly after any final ----------- determination of Fair Market Value pursuant to this Section 7.2, the Company ----------- shall give each 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 Investors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this 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 Article VII shall be paid by the Investors.

Per Share Price; Valuations. The per share purchase price ----------- --------------------------- to be paid upon exercise of the rights granted under this Article VII 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: (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 (ivii) 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 Investor 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 Fair Market Value of any security or other property contained therein, the Company and the Investors Senior Holder 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 Investors Senior Holders shall select one appraiser and the Company and the Majority Investors 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 days 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 Investors Majority Senior Holders set forth in such written statement so submitted by the Majority InvestorsSenior 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 7.2 4.2 by the Majority Investors Senior Holders shall be binding on all InvestorsSenior Holders. Any ----------- determination of Fair Market Value for purposes of this Article VII Section 4 by agreement ----------- of the Company and the Majority Investors Senior Holders or by an appraiser appointed as provided in this Section 7.2 4.2 shall be final and binding on the Company, Company and each Investor Senior Holder for all purposes of this Article VIISection 4. Promptly after any final ----------- determination of Fair Market Value pursuant to this Section 7.24.2, the Company ----------- shall give each Investor 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 InvestorsSenior Holders, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Article VII 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 Article VII Section 4 shall be paid by the InvestorsSenior Holders.

Per Share Price; Valuations. The per share purchase price ----------- --------------------------- to be paid upon exercise of the rights granted under this 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 (ivii) 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 of Directors of the Company in good faith. If any 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 of any security or other property contained therein, the Company and the 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 Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Investors shall select one appraiser and the Company and the Majority 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 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 Investors set forth in such written statement so submitted by the Majority Investors, 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 7.2 7.02 by the Majority Investors shall be binding on all Investors. Any ----------- determination of Fair Market Value fair market value for purposes of this Article VII by agreement ----------- of the Company and the Majority Investors or by an appraiser appointed as provided in this Section 7.2 7.02 shall be final and binding on the Company, and each Investor for all purposes of this Article VII. Promptly after any final ----------- determination of Fair Market Value fair market value pursuant to this Section 7.27.02, the Company ----------- shall give each 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 Investors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this 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 Article VII shall be paid by the Investors.

Per Share Price; Valuations. The per share purchase --------------------------- price ----------- --------------------------- to be paid upon exercise of the rights granted under this 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 (ivii) 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 of Directors of the Company in good faith. If any 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 of any security or other property contained therein, the Company and the 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 Business Days after such notice of objection was given, then within five Business Days thereafter, the Company and the Majority Investors shall select one appraiser and the Company and the Majority 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 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 Investors set forth in such written statement so submitted by the Majority Investors, 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 7.2 7.02 by the Majority Investors shall ------------ be binding on all Investors. Any ----------- determination of Fair Market Value fair market value for purposes of this Article VII by agreement ----------- of the Company and the Majority ----------- Investors or by an appraiser appointed as provided in this Section 7.2 7.02 shall be ------------ final and binding on the Company, and each Investor for all purposes of this Article VII. Promptly after any final ----------- determination of Fair Market Value fair market value ----------- pursuant to this Section 7.27.02, the Company ----------- shall give each 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 Investors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this 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 Article VII shall be paid by the Investors.. -----------

Per Share Price; Valuations. The per share purchase price ----------- --------------------------- to be paid upon exercise of the rights granted under this Article VII 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: (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 (ivii) 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 faithCompany. If any 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 Fair Market Value of any security or other property contained therein, the Company and the 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 (5 ) Business Days after such notice of objection was given, then within five (5) Business Days thereafter, the Company and the Majority Investors shall select one appraiser and the Company and the Majority 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 (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 Investors set forth in such written statement so submitted by the Majority Investors, 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 7.2 2.2 by the Majority Investors shall be binding on all Investors. Any ----------- determination of Fair Market Value for purposes of this Article VII II by agreement ----------- of the Company and the Majority Investors or by an appraiser appointed as provided in this Section 7.2 2.2 shall be final and binding on the Company, and each Investor for all purposes of this Article VIIII. Promptly after any final ----------- determination of Fair Market Value pursuant to this Section 7.22.2, the Company ----------- shall give each 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 Investors, the fees and expenses of any appraiser appointed in connection with an appraisal pursuant to this Article VII 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 Article VII II shall be paid by the Investors.