Net Per Share Price

Net Per Share Price. Shall mean an amount equal to a quotient expressed as a fraction (a) the numerator of which shall be the aggregate dollar amount paid to the stockholders of the Corporation as consideration in a Sale Transaction and (b) the denominator of which shall be the number of shares of Common Stock outstanding on a fully diluted basis. In determining the aggregate dollar amount paid to the stockholders of the Corporation as consideration in a Sale Transaction, any securities of the surviving Person or... securities of the Corporation other than Common Stock shall be valued as follows: (i) With respect to securities that do not constitute "restricted securities," as such term is defined in Rule 144(a)(3) promulgated under the 19 19 Securities Act, the value shall be the Current Market Price of such securities as of three (3) days prior to the date of distribution. (ii) With respect to securities that constitute "restricted securities," as such term is defined in Rule 144(a)(3) promulgated under the Securities Act, and that are of the same class or Series F securities that are publicly traded, the value shall be adjusted to make an appropriate discount from the value as set forth above in clause (i) to reflect the appropriate fair market value thereof, as mutually determined by the Board of Directors and the holders of a majority of the shares of Series F Preferred Stock, or if there is no active public market with respect to such class or series of securities, such securities shall be valued in accordance with clause (i) above, giving appropriate weight, if any, to such restriction as determined in good faith by the Board of Directors. View More

Net Per Share Price. Means the initial public offering price per share pursuant to the Initial Public Offering, net of underwriters' discounts.