Common use of Valuation of Consideration Clause in Contracts

Valuation of Consideration. In the event of a Liquidation Transaction as described in Section 5(b)(i) above (a “Deemed Liquidation”), if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities will be valued as follows: Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange or The Nasdaq Stock Market (“Nasdaq”), the value will be based on a formula approved by the Board and derived from the closing prices of the securities on such exchange or Nasdaq over a specified time period; (B) If actively traded over-the-counter, the value will be based on a formula approved by the Boardand derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period; and (C) If there is no active public market, the value will be the fair market value thereof, as determined in good faith by the Board. The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) will be to make an appropriate discount from the market value determined as specified above in this Section 5(b)(ii) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Valuation of Consideration. In the event of a Liquidation Transaction deemed liquidation as described in Section 5(b)(i2(c)(i) above (a “Deemed Liquidation”)above, if the consideration received by the Company Corporation is other than cash, its value will be deemed its fair market value. Any securities will shall be valued as follows: : (A) Securities not subject to investment letter or other similar restrictions on free marketability: (A1) If traded on a securities exchange or The Nasdaq Stock Market (“Nasdaq”), the value will shall be based on a formula approved by the Board of Directors and derived from the closing prices of the securities on such exchange or Nasdaq over a specified time period; (B2) If actively traded over-the-counter, the value will shall be based on a formula approved by the Boardand Board of Directors and derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period; and (C3) If there is no active public market, the value will shall be the fair market value thereof, as determined in good faith by the Board. Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) will shall be to make an appropriate discount from the market value determined as specified above in this Section 5(b)(ii2(e)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the BoardBoard of Directors.

Valuation of Consideration. In the event of a Liquidation Transaction deemed liquidation as described in Section 5(b)(i2(c)(i) above (a “Deemed Liquidation”)above, if the consideration received by the Company Corporation is other than cash, its value will be deemed its fair market value. Any securities will shall be valued as follows: : (A) Securities not subject to investment letter or other similar restrictions on free marketability: (A1) If traded on a securities exchange or The Nasdaq Stock Market (“Nasdaq”), the value will shall be based on a formula approved by the Board of Directors and derived from the closing prices of the securities on such exchange or Nasdaq over a specified time period; (B2) If actively traded over-the-counter, the value will shall be based on a formula approved by the Boardand Board of Directors and derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period; and (C3) If there is no active public market, the value will shall be the fair market value thereof, as determined in good faith by the Board. Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) will shall be to make an appropriate discount from the market value determined as specified above in this Section 5(b)(ii2(c)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the BoardBoard of Directors.