Appraised Noncash Consideration Value. Means the value of noncash consideration determined as follows: A. Company and Option Holder will attempt to agree on the value of noncash consideration within 10 days after initiation by either. If they are unable to agree, they will attempt to select a single appraiser to make such determination. B. If Company and Option Holder cannot agree on a single appraiser within five days after the end of such initial 10-day period, then within an additional ten-day period, Company will
... select one qualified independent appraiser, and Option Holder will select one qualified independent appraiser, and each of the two selected appraisers will determine the value of noncash consideration. If either fails to select an appraiser within the applicable time period, then the appraiser selected by the other will be the sole appraiser. If only one appraiser is used, the value of noncash consideration will be as determined in such appraisal. C. If two appraisals are used, and if the applicable value of noncash consideration determined by the higher of the two appraisals is not greater than 110% of the value of noncash consideration determined by the lower of the two appraisals, the value of noncash consideration will be equal to the average of the two appraisals; however, if the two appraisals do not fall within this range, the two appraisers selected by the parties will select a third qualified independent appraiser to determine the applicable value of noncash consideration. D. If a third appraisal is necessary, then the value of noncash consideration will be equal to the average of the two of the three appraisals that are closest to one another (or if the highest and lowest appraisal are equidistant from the middle, then such value of noncash consideration will be equal to the middle appraisal). E. Company will pay all appraisal costs in connection with determining the Appraised Noncash Consideration Value. 12 13
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