Alternative Purchase Price Per Share

Alternative Purchase Price Per Share. The term "Alternative Purchase Price Per Share" shall mean, with respect to Shares purchased from a Shareholder or Additional Shareholder in connection with a Transfer that constitutes a 2.5% Transaction, an amount determined in good faith by the Board as the value per Share as of the date on which the purchase is deemed to be effective based on an appraisal made by an appraiser selected by the Board (which selection shall be subject to the approval of such transferring Shareholder or... Additional Shareholder, which approval shall not be unreasonably withheld) of the valuation of the Company as of such date based on financial statements of the Company for the four most recent calendar quarters. In computing the Alternative Purchase Price Per Share, the Board shall consider, in addition to outstanding Shares, the dilution effect of options, warrants or other rights to acquire common stock of the Company and will not impute any discount or premium based on the percentage of the Company represented by the Shares being purchased or the illiquidity of any such Shares. View More