Appraised Fair Value. With respect to any security or other property, the fair value (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith, by an independent investment banking firm selected jointly 2 by the Company and the Holder or, if that selection cannot be made within ten days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and
... provided further, that the Company shall pay all of the fees and expenses of any third parties incurred in connection with determining the Appraised Fair Value. Such independent banking firm shall determine Appraised Fair Value assuming a sale between a willing buyer and a willing seller, both of whom have full knowledge of all relevant facts bearing on such decision, and neither of whom is under any compulsion to sell or to buy. Such Appraised Fair Value determination, in the case of any security issued or issuable by the Company, shall not be discounted by virtue of the illiquid nature of such securities or the fact that such securities do not constitute a majority of the Common Stock outstanding but instead shall be deemed to have been sold as part of a transaction in which 100% of the Common Stock outstanding on a Fully Diluted Basis has been sold to a single purchaser.
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