Common use of Procedures to Determine Fair Market Value Clause in Contracts

Procedures to Determine Fair Market Value. (a) Not later than sixty (60) days prior to the commencement of a Put Period, the Designated Holder, on behalf of all Holders, and RSI shall each select an independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company. The agreement pursuant to which each such firm is retained shall require such firm to deliver to each of the Designated Holder and RSI a valuation report setting forth its determination of the total equity value of the Company not later than thirty (30) days prior to the commencement of a Put Period. The total equity value shall be calculated as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31, 2002 (in the case of the 2002 Put Right). If the lower valuation of the two investment banking firms so selected by the Designated Holder and RSI is 90% or more of the higher valuation, then the average of two valuations shall be considered the "total equity value" of the Company for purposes of this Section 7.4. If the lower valuation is not at least 90% of the higher valuation, then such investment banking firms shall select a third independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company, which shall choose, not later than the commencement of a Put Period, one of the values determined by the investment banking firms so selected by the Designated Holder and RSI, which shall be the "total equity value" of the Company for purposes of this Section 7.4. Any determination of the "total equity value" of the Company in accordance with the provisions of this paragraph shall be final and binding. The costs of the investment bankers retained in accordance with this Section 7.4 shall be borne equally by RSI and the Exercising Holders (pro rata based on the respective number of shares sold), or, in the case of the 2000 Put Right or if there shall be no Exercising Holders, equally by RSI and CarrAmerica. The "Fair Market Value" of each share of Common Stock for purposes of determining the 2000 Put Price, the 2001 Put Price or the 2002 Put Price, as applicable, shall be determined by dividing (i) the total equity value of the Company as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31, 2002 (in the case of the 2002 Put Right), as determined in the manner described above, by (ii) the number of shares of Common Stock outstanding as of October 31, 2000, October 31, 2001 or May 31, 2002, as applicable (including any securities convertible into Common Stock calculated on a fully diluted basis). The Fair Market Value of each share of Common Stock shall be determined without giving effect to any factor specifically relating to the Common Stock, including, without limitation, liquidity premiums or discounts relating to the Common Stock, minority position or lack of voting power. (b) During the 2000 Put Period, the 2001 Put Period, the 2002 Put Period and the ten trading days ending on the 3rd business day prior to the date of the applicable Put Right Closing (each such period, a "Measuring Period"), neither CarrAmerica nor any of its controlled Affiliates shall, directly or indirectly, engage in short sales of (and, during the ten trading days prior to the date of the applicable Put Right Closing, engage in sales of), or purchase put options on, shares of RSI common stock or securities convertible into or exchangeable for shares of RSI common stock, or otherwise enter into or execute hedging or arbitrage transactions on the NASDAQ Stock Market, or on any national securities exchange on which RSI common stock is listed or with third party intermediaries with the purpose or intention, or having the effect, of decreasing the market price of RSI common stock during each Measuring Period.

Procedures to Determine Fair Market Value. (a) Not later than sixty (60) days prior to the commencement of a Put Period, the Designated Holder, on behalf of all Holders, and RSI shall each select an independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company. The agreement pursuant to which each such firm is retained shall require such firm to deliver to each of the Designated Holder and RSI a valuation report setting forth its determination of the total equity value of the Company not later than thirty (30) days prior to the commencement of a Put Period. The total equity value shall be calculated as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right). If the lower valuation of the two investment banking firms so selected by the Designated Holder and RSI is 90% or more of the higher valuation, then the average of two valuations shall be considered the "total equity value" of the Company for purposes of this Section 7.4. If the lower valuation is not at least 90% of the higher valuation, then such investment banking firms shall select a third independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company, which shall choose, not later than the commencement of a Put Period, one of the values determined by the investment banking firms so selected by the Designated Holder and RSI, which shall be the "total equity value" of the Company for purposes of this Section 7.4. Any determination of the "total equity value" of the Company in accordance with the provisions of this paragraph shall be final and binding. The costs of the investment bankers retained in accordance with this Section 7.4 shall be borne equally by RSI and the Exercising Holders (pro rata based on the respective number of shares sold), or, in the case of the 2000 Put Right or if there shall be no Exercising Holders, equally by RSI and CarrAmerica. The "Fair Market Value" of each share of Common Stock for purposes of determining the 2000 Put Price, the 2001 Put Price or the 2002 Put Price, as applicable, shall be determined by dividing (i) the total equity value of the Company as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right), as determined in the manner described above, by (ii) the number of shares of Common Stock outstanding as of October 31, 2000, October 31, 2001 or May 31June __, 2002, as applicable (including any securities convertible into Common Stock calculated on a fully diluted basis). The Fair Market Value of each share of Common Stock shall be determined without giving effect to any factor specifically relating to the Common Stock, including, without limitation, liquidity premiums or discounts relating to the Common Stock, minority position or lack of voting power. (b) During the 2000 Put Period, the 2001 Put Period, the 2002 Put Period and the ten trading days ending on the 3rd business day prior to the date of the applicable Put Right Closing (each such period, a "Measuring Period"), neither CarrAmerica nor any of its controlled Affiliates shall, directly or indirectly, engage in short sales of (and, during the ten trading days prior to the date of the applicable Put Right Closing, engage in sales of), or purchase put options on, shares of RSI common stock or securities convertible into or exchangeable for shares of RSI common stock, or otherwise enter into or execute hedging or arbitrage transactions on the NASDAQ Stock Market, or on any national securities exchange on which RSI common stock is listed or with third party intermediaries with the purpose or intention, or having the effect, of decreasing the market price of RSI common stock during each Measuring Period.

Procedures to Determine Fair Market Value. (a) Not later than sixty (60) days prior to the commencement of a Put Period, the Designated Holder, on behalf of all Holders, and RSI shall each select an independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company. The agreement pursuant to which each such firm is retained shall require such firm to deliver to each of the Designated Holder and RSI a valuation report setting forth its determination of the total equity value of the Company not later than thirty (30) days prior to the commencement of a Put Period. The total equity value shall be calculated as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right). If the lower valuation of the two investment banking firms so selected by the Designated Holder and RSI is 90% or more of the higher valuation, then the average of two valuations shall be considered the "“total equity value" ” of the Company for purposes of this Section 7.4. If the lower valuation is not at least 90% of the higher valuation, then such investment banking firms shall select a third independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company, which shall choose, not later than the commencement of a Put Period, one of the values determined by the investment banking firms so selected by the Designated Holder and RSI, which shall be the "“total equity value" ” of the Company for purposes of this Section 7.4. Any determination of the "“total equity value" ” of the Company in accordance with the provisions of this paragraph shall be final and binding. The costs of the investment bankers retained in accordance with this Section 7.4 shall be borne equally by RSI and the Exercising Holders (pro rata based on the respective number of shares sold), or, in the case of the 2000 Put Right or if there shall be no Exercising Holders, equally by RSI and CarrAmerica. The "“Fair Market Value" ” of each share of Common Stock for purposes of determining the 2000 Put Price, the 2001 Put Price or the 2002 Put Price, as applicable, shall be determined by dividing (i) the total equity value of the Company as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right), as determined in the manner described above, by (ii) the number of shares of Common Stock outstanding as of October 31, 2000, October 31, 2001 or May 31June __, 2002, as applicable (including any securities convertible into Common Stock calculated on a fully diluted basis). The Fair Market Value of each share of Common Stock shall be determined without giving effect to any factor specifically relating to the Common Stock, including, without limitation, liquidity premiums or discounts relating to the Common Stock, minority position or lack of voting power. (b) During the 2000 Put Period, the 2001 Put Period, the 2002 Put Period and the ten trading days ending on the 3rd business day prior to the date of the applicable Put Right Closing (each such period, a "“Measuring Period"”), neither CarrAmerica nor any of its controlled Affiliates shall, directly or indirectly, engage in short sales of (and, during the ten trading days prior to the date of the applicable Put Right Closing, engage in sales of), or purchase put options on, shares of RSI common stock or securities convertible into or exchangeable for shares of RSI common stock, or otherwise enter into or execute hedging or arbitrage transactions on the NASDAQ Stock Market, or on any national securities exchange on which RSI common stock is listed or with third party intermediaries with the purpose or intention, or having the effect, of decreasing the market price of RSI common stock during each Measuring Period.

Procedures to Determine Fair Market Value. (a) Not later than sixty (60) days prior to the commencement of a Put Period, the Designated Holder, on behalf of all Holders, and RSI shall each select an independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company. The agreement pursuant to which each such firm is retained shall require such firm to deliver to each of the Designated Holder and RSI a valuation report setting forth its determination of the total equity value of the Company not later than thirty (30) days prior to the commencement of a Put Period. The total equity value shall be calculated as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right). If the lower valuation of the two investment banking firms so selected by the Designated Holder and RSI is 90% or more of the higher valuation, then the average of two valuations shall be considered the "total equity value" of the Company for purposes of this Section 7.4. If the lower valuation is not at least 90% of the higher valuation, then such investment banking firms shall select a third independent investment banking firm of nationally recognized expertise in the valuation of companies comparable to the Company, which shall choose, not later than the commencement of a Put Period, one of the values determined by the investment banking firms so selected by the Designated Holder and RSI, which shall be the "total equity value" of the Company for purposes of this Section 7.4. Any determination of the "total equity value" of the Company in accordance with the provisions of this paragraph shall be final and binding. The costs of the investment bankers retained in accordance with this Section 7.4 shall be borne equally by RSI and the Exercising Holders (pro rata based on the respective number of shares sold), or, in the case of the 2000 Put Right or if there shall be no Exercising Holders, equally by RSI and CarrAmerica. The "Fair Market Value" of each share of Common Stock for purposes of determining the 2000 Put Price, the 2001 Put Price or the 2002 Put Price, as applicable, shall be determined by dividing (i) the total equity value of the Company as of October 31, 2000 (in the case of the 2000 Put Right), October 31, 2001 (in the case of the 2001 Put Right) or May 31June __, 2002 (in the case of the 2002 Put Right), as determined in the manner described above, by (ii) the number of shares of Common Stock outstanding as of October 31, 2000, October 31, 2001 or May 31June __, 2002, as applicable (including any securities convertible into Common Stock calculated on a fully diluted basis). The Fair Market Value of each share of Common Stock shall be determined without giving effect to any factor specifically relating to the Common Stock, including, without limitation, liquidity premiums or discounts relating to the Common Stock, minority position or lack of voting power. (b) During the 2000 Put Period, the 2001 Put Period, the 2002 Put Period and the ten trading days ending on the 3rd 3/rd/ business day prior to the date of the applicable Put Right Closing (each such period, a "Measuring Period"), neither CarrAmerica nor any of its controlled Affiliates shall, directly or indirectly, engage in short sales of (and, during the ten trading days prior to the date of the applicable Put Right Closing, engage in sales of), or purchase put options on, shares of RSI common stock or securities convertible into or exchangeable for shares of RSI common stock, or otherwise enter into or execute hedging or arbitrage transactions on the NASDAQ Stock Market, or on any national securities exchange on which RSI common stock is listed or with third party intermediaries with the purpose or intention, or having the effect, of decreasing the market price of RSI common stock during each Measuring Period.