Common use of Put Rights Clause in Contracts

Put Rights. (a) In the event that, at any time following the fifth anniversary of the Closing Date, the Company has not completed a Qualified IPO, each Investor may, by written notice given to the Company, elect to cause the Company to acquire from it all of the securities (the "PUT") held by it against payment by the Company of the purchase price therefor (the "PUT PRICE"), which Put Price per share of Preferred Stock shall be equal to the Liquidation Preference (as defined in the Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of the Company as of the date of such determination and as an ongoing business (without giving effect to any discount relating to the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuation, the Company shall have 20 days to object to such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the Company.

Put Rights. (a) In Upon termination of a Management Investor's employment, consultancy or directorship with Packard or any of its subsidiaries due to death, Disability, Retirement of the event thatManagement Investor or due to the circumstances described in clause (b) of the definition of Involuntary Termination with respect to such Management Investor (any of the foregoing, at any time following a "Put Event") in each case prior to the fifth earlier of an Initial Public Offering and the tenth anniversary of the Closing DateClosing, such Management Investor and his Permitted Transferees shall have the Company has not completed a Qualified IPO, each Investor may, by written notice given to the Company, elect to cause the Company to acquire from it all of the securities right (the "PUTPut Right") held ), exercisable by it against payment by the Company delivery of the purchase price therefor a written notice (the "PUT PRICEPut Notice") to Packard within a period of 180 calendar days after the date of occurrence of the Put Event (subject to extension for up to three months in the event that Packard is legally prohibited or contractually prohibited, by virtue of its, or any of its subsidiaries', debt or other contractual obligations, from honoring a Put Right) (the "Put Notice Period"), which to require Packard to purchase all, but not less than all, of the Management Shares owned by such Management Investor or his or her Permitted Transferees (the "Put Shares") and all vested options to purchase Shares held by such Management Investor or Management Investor's Permitted Transferees (the "Put Options") on the date of the occurrence of the Put Event at a price per Put Share or Put Option equal to the Share Put Price (as defined below) or Option Put Price (as defined below), respectively, and upon receipt of such notice Packard shall purchase such Put Shares and Put Options, subject to the terms hereof. For purposes of this Section 3.1, the term "Share Put Price" shall mean the Fair Value Price of the Put Shares on the date of occurrence of such Put Event, all calculations described in this sentence to be made on a per share Share basis. For purposes of Preferred Stock this Section 3.1, the term "Option Put Price" of any Put Options sold pursuant to the exercise of the Put Right shall mean the product of the number of Shares issuable upon exercise of a Management Investor's then-vested Put Options times the difference, if positive (if negative such price shall be equal to the Liquidation Preference (as defined in the Certificate of Designationszero); PROVIDED that, for purposes of calculation the Liquidation Preference, between (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Share Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders exercise price of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of the Company as of the date of such determination and as an ongoing business (without giving effect to any discount relating to the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuation, the Company shall have 20 days to object to such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the Companyeach Put Option.

Put Rights. If the Purchased Preferred Shares are not converted into shares of Common Stock within one year of the Closing Date, each Purchaser has the right to require the Company to repurchase its Purchased Preferred Shares (athe “Put Right”) at a price equal to 120% of the Original Purchase Price (the “Put Price”). In the event thatthat a Purchaser elects to exercise its Put Right, at any time such Purchaser must give written notice (the “Put Notice”) to the Company within thirty (30) days following the fifth first anniversary of the Closing Date, the Company has not completed a Qualified IPO, each Investor may, by written notice given to . Upon the Company, elect to cause the Company to acquire from it all ’s receipt of the securities (the "PUT") held by it against payment by the Company of the purchase price therefor (the "PUT PRICE"), which Put Price per share of Preferred Stock shall be equal to the Liquidation Preference (as defined in the Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of the Company as of the date of such determination and as an ongoing business (without giving effect to any discount relating to the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuationNotice, the Company shall have 20 days be obligated to object repurchase the appropriate portion of the Purchased Preferred Shares owned by such Purchaser (the “Put Preferred Shares”) at the Put Price. Such repurchase shall take place on the 40th Business Day following the Closing Date, or such other time as such parties shall mutually agree to such valuation in writing. The payment of the consideration for the repurchase of the Put Preferred Shares shall be made in immediately available funds by providing notice of such objection wire transfer to the Investoraccount specified by the Purchaser in the Put Notice. If Upon the Company’s payment hereunder, the Company’s obligations with respect to the repurchased Put Preferred Shares shall terminate. Such Purchaser who exercises its Put Right agrees to take all reasonable action to assist the Company shall so objectin the repurchase of the Put Preferred Shares, including the Company shall have delivery of the right certificates representing such repurchased Put Preferred Shares to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by to the Company’s stock transfer agent. This Put Right is non-transferable and shall only apply to the Purchasers signatory hereto up to the respective amounts of each Purchaser’s Commitment Amount as set forth on Schedule 2.1 attached hereto.

Put Rights. At any time after the occurrence of a Triggering Event, each Warrant Holder may deliver written notice to the Issuer of its intention to require the Issuer to purchase for cash all of the Warrants and Non-Public Warrant Shares then owned by such Warrant Holder (aeach a “Put Notice”). Within thirty (30) days of receipt of such notice, the Issuer shall purchase such Warrants and Non-Public Warrants Shares for cash. In the event that, at any time following the fifth anniversary of the Closing DateTriggering Event is rescinded or otherwise voided for any reason, the Company has not completed a Qualified IPO, each Investor may, by written notice given to the Company, Warrant Holders may elect to cause rescind its notice to require the Company to acquire from it all of the securities (the "PUT") held by it against payment by the Company of the purchase price therefor (the "PUT PRICE"), which Put Price per share of Preferred Stock shall be equal to the Liquidation Preference (as defined in the Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days Issuer to make such determinationpurchase and such notice shall be deemed void and of no effect. In reaching such determinationThe purchase price the Issuer shall pay for each Warrant or Non-Public Warrant Share, such investment banking firm as the case may be, shall base its appraisal solely upon be the value greater of: (A) the Market Price of the entire common equity (a Warrant Share on a fully diluted basis) of the Company as of the date of such determination notice, less, in the case of a Warrant, the Exercise Price, (B) the Market Value divided by the total number of shares of the Company’s entire equity outstanding or deemed outstanding, including, without limitation, Common Stock on a Fully-Diluted Basis, less, in the case of a Warrant, the Exercise Price or (C) the book value of the Issuer, as determined in good faith by the Issuer and as an ongoing business Holder, divided by the total number of shares of the Company’s entire equity outstanding or deemed outstanding, including, without limitation, Common Stock on a Fully-Diluted Basis, less, in the case of a Warrant, the Exercise Price (without giving effect the “Redemption Price”). Each Warrant Holder may exercise its rights under this Section 14(a) in whole or in part, and at any time and from time to time on or after the occurrence of any discount relating Triggering Event. If for any reason the Issuer shall fail to pay its obligations under this Section 14(a) when due, interest at a per annum rate equal to the fact that such shares are not publicly tradeable)Default Rate, multiplied by compounded daily, shall accrue on the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt unpaid principal amount of such valuation, the Company shall have 20 days to object to unpaid obligations until paid in full in cash. Following any such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. Ifdefault in payment, at the expiration option of any Warrant Holder, Issuer shall promptly issue to such Warrant Holder a demand note in the principal amount equal to any unpaid amounts, bearing interest at a rate per annum equal to the Default Rate, compounded daily, with the Issuer required to use any available cash to pay any accrued interest and unpaid principal on such note. Such rights shall be in addition to all other rights and remedies available to any Warrant Holder upon a breach by the Issuer of its obligations under this Section 14(a). The Issuer shall provide each Warrant Holder with 30 days prior written notice of any Triggering Event to the extent the Issuer has knowledge of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the CompanyTriggering Event.

Put Rights. If, a Holder determines in good faith during the period commencing May 27, 2001 and ending September 27, 2001 (in this SECTION 8, the "PUT PERIOD"), that (a) In there is no reasonable prospect that a public market for the event thatCommon Stock is likely to develop or (b) the Registrable Securities held by such Holder cannot be sold pursuant to SECTIONS 2 and 3 at a price per share equal to or greater than a price per share equal to the Net Asset Value, at any time following then the fifth anniversary terms and provisions of this SECTION 8 shall be operative. Specifically, in the Closing Dateinstance described in the immediately preceding sentence, the Company has not completed subject Holder shall have the right to sell all or a Qualified IPO, each Investor may, by written notice given portion of its Registrable Securities to the Company, elect to cause and the Company shall be obligated to acquire from it all of purchase such Registrable Securities, at a price per share equal to the securities Net Asset Value. To exercise its rights to sell under this SECTION 8, the subject Holder shall give written notice to that effect to the Company during the Put Period, which notice (in this SECTION 8, called the "PUTEXERCISE NOTICE") held shall also specify the number of Registrable Securities (in this SECTION 8, the "SUBJECT SHARES") the subject Holder is electing to sell. The Company and the subject Holder shall consummate any purchase and sale contemplated under this SECTION 8 at a place and time mutually determined by it against payment the Company and the subject Holder, but in any event within 15 days after receipt by the Company of the Exercise Notice. At the closing of any purchase price therefor (and sale contemplated under this SECTION 8, the "PUT PRICE"), which Put Price per share of Preferred Stock Company shall be tender cash to the subject Holder in an amount equal to the Liquidation Preference (as defined in number of the Certificate of Designations); PROVIDED that, for Subject Shares multiplied by the Net Asset Value and the subject Holder shall deliver to the Company certificate(s) evidencing the Subject Shares. For purposes of calculation this SECTION 8, the Liquidation Preferenceterm "NET ASSET VALUE" shall mean, (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of the Company as of the date of such determination and as the Exercise Notice, an ongoing business amount determined by dividing X by Y, where "X" is (without giving effect to any discount relating to i) the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity total assets of the Company represented and its subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and its subsidiaries as of such time prepared in accordance with generally accepted accounting principles (exclusive, however, of oil and gas properties), PLUS (ii) the "Calculated Market Value" (as defined below) of such oil and gas properties, MINUS (iii) the total liabilities of the Company and its subsidiaries which would be shown as liabilities on a consolidated balance sheet of the Company and it subsidiaries as of such time prepared in accordance with generally accepted accounting principles, and where "Y" is the total number of shares of Capital Stock outstanding as of such time. In computing Net Asset Value, the "CALCULATED MARKET VALUE" of oil and gas properties of the Company and its consolidated subsidiaries shall be determined in accordance ss.210.4-10 of Regulation S-X, as promulgated by the shares Securities and Exchange Commission, except that in making such computation only the following categories (and portions of such categories) of reserves shall be utilized: 90% of proved developed producing reserves; 65% of proved behind pipe reserves; and 50% of proved undeveloped reserves; provided, that the independent petroleum engineers to be acquired used in making the valuation contemplated by it upon exercise this sentence shall be T.J. Smith & Company, Inc., Ryder Scott Company, Netherland Sewell & Xxxxxxxtes, Inc. or such xxxxx xxxxxendent petroleum engixxxxx as shall be designated by the Company and acceptable to the subject Holder. Notwithstanding the foregoing, however, should the Company determine in good faith that the Calculated Market Value of the Put. Upon receipt oil and gas properties of the Company and its consolidated subsidiaries exceeds, at the date of the Exercise Notice, the fair market value of such valuationproperties based on then current industry conditions, the Company shall have 20 days may, with the consent of the subject Holder (such consent not to object to be unreasonably withheld) use such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon lesser fair market value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the Companyin computing Net Asset Value.

Put Rights. (a) In the event that, at Subject to any time following the fifth anniversary waiver of the Closing Daterights provided in this Section 4.2 contained in the Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, of any Management Investor, if, prior to the consummation of an IPO, a Management Investor dies or the Management Investor's employment by the Company or, if applicable, an Affiliate thereof, is terminated by the Company or, if applicable, an Affiliate thereof, without Cause or is terminated due to a Permanent Disability, or with Good Reason, the Company has not completed Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right (a Qualified IPO"Put Right"), each Investor may, by written notice given to the Company, elect to cause require the Company to acquire from it purchase all (but not less than all) of the securities Management Investor's Common Stock (including any shares held by its Management Transferees) (such shares on each particular Put Right exercise date, the "PUTPut Shares") held by it against payment by and all (but not less than all) of the Management Investor's Options (such Options on each particular Put Right exercise date, the "Put Options") provided that in no event shall a Put Right be exercised after the date which is six (6) months after such Management Investor's death or the termination of such Management Investor's employment with the Company of the purchase or, if applicable, an Affiliate thereof. The price therefor (the "PUT PRICE"), which to be paid for any Put Price per share of Preferred Stock Shares shall be equal to the Liquidation Preference aggregate Fair Market Value of such Put Shares determined as of the date of exercise of the Put Right with respect to such Put Shares. The price to be paid for any Put Option shall be equal to the aggregate Fair Market Value of the shares of Common Stock (determined as defined in of the Certificate date of Designations); PROVIDED thatexercise of the Put Right with respect to such Put Option) underlying such Put Option, for purposes of calculation the Liquidation Preference, less (i) accreted the product of the per share exercise price and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays number of shares subject to the Put Price pursuant heretoOption, and (ii) applicable withholdings. The Company shall pay the amount that would have been paid purchase price (less exercise price and applicable withholdings with respect to Options) for the Common Stock and the Options repurchased pursuant to this Section 4.2 in cash to the holders extent that the Company is permitted or required to purchase such shares for cash (under both applicable law and the Company's and its Affiliates' indebtedness and contractual arrangements and agreements). The Company shall fund any amount not so permitted to be paid in cash with a Buy-Out Note. A Supermajority of the Preferred Stock Board may, in a liquidationits discretion, dissolution or winding up assign the rights and obligations of the Company if under this Section 4.2 to any other Person, but no such Preferred Stock had been converted in full into Common Stock assignment shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of relieve the Company as of the date of such determination and as an ongoing business (without giving effect to any discount relating its obligations hereunder to the fact that extent not satisfied by such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuation, the Company shall have 20 days to object to such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the Companyassignee.

Put Rights. (a) 3.1 In the event that(a "Put Event") that the Company has not completed an initial public offering of its common stock pursuant to a registration statement which has become effective under the Securities Act of 1933 ("Initial Public Offering"), at any time following on or prior to the fifth anniversary of the Closing date of this Agreement (the "Put Trigger Date, ") then at any time after the Put Trigger Date NetRatings shall have the right to sell to the Company has (the "Put Option"), all, but not completed less than all, of the Shares owned by NetRatings or its permitted transferees (such Shares to be put by NetRatings hereunder being referred to as the "Put Shares") at a Qualified IPO, each Investor may, price per share to be determined by written notice given to the Board of Directors of the Company, elect to cause which price shall reflect the Company to acquire from it all Board of Directors' good faith estimate of the securities current fair market value of the Shares (without giving effect to any discount to reflect the fact that the Shares represent a minority interest in the Company). If NetRatings elects to exercise the Put Option, it shall do so by delivering written notice (the "PUTPut Notice") held by it against payment to the Company within thirty (30) business days following (i) the Put Trigger Date, or (ii) any anniversary of the Put Trigger Date. The Company shall notify ACN and NetRatings of the fair market value so determined within twenty (20) business days after receipt of a Put Notice. If NetRatings disputes the fair market value set by the Board of Directors by giving written notice (a "Dispute Notice") to the Company of the purchase price therefor within twenty (20) business days (the "PUT PRICEDispute Period")) after being informed of the fair market value determination, which Put Price per share of Preferred Stock shall be equal the fair market value (without giving effect to any discount to reflect the Liquidation Preference (as defined fact that the Shares represent a minority interest in the Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (iCompany) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing national reputation which shall be selected by the Majority Board of Investors. Such investment banking firm shall have 30 Directors not later than thirty (20) business days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value following receipt of the entire common equity (on a fully diluted basis) of Dispute Notice, with the Company as of the date cost of such determination and as an ongoing business (without giving effect to any discount relating to the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of be divided equally between the Company represented by and NetRatings, and which determination shall be final and binding upon the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuation, the Company shall have 20 days to object to such valuation by providing notice of such objection to the Investorparties. If the Company shall so objectBoard of Directors does not receive a Dispute Notice within the Dispute Period, the Company shall have decision of the right Board of Directors as to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon fair market value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company final and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares binding on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and such valuation shall be utilized for purposes of determining the Liquidation Preference. Any and all expenses incurred as a result of such evaluations shall be borne by the Companyparties.