Exit Value

Exit Value. Shall mean, with respect to each share of Common Stock, ---------- the value, on the date of an Exit Event, equal to: (i) the sum of (a) the aggre gate value of the consideration received by the holders of the Common Stock (in cluding shares issued as a result of the exercise of Options upon such Exit Event) solely in consideration for the sale or transfer of such shares of Common Stock, plus (b) all dividends paid, if any, to stockholders after the date hereof but prior to or in... connection with such sale or transfer, divided by (ii) the total number of shares of Common Stock (including shares issued as a result of the exercise of Options upon such Exit Event) sold (or otherwise transferred) by such holders. The "aggregate value of the consideration" referred to in the preceding sentence shall be determined in good faith by the Board prior to the Exit Event. Subject to the foregoing criteria, any determination made in good faith by the Board as to the Exit Value of each share of Common Stock shall be binding on the Company and all Holders. View More

Exit Value. Means (i) in the case of a Change of Control, the net cash payments or value of other consideration paid to the Company or its stockholders on a fully-diluted, per share basis or (ii) in the case of an IPO, the forty-five (45) consecutive trading-day volume weighted average price of the Company's Common Stock at any time following the expiration of all applicable "lock-up" periods.