Common use of Received Consideration Clause in Contracts

Received Consideration. The obligations of the Bank Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such sale, all of the sellers of Common Stock will receive the same form and amount of consideration per share of Common Stock, or 7 -7- if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock, all holders of Common Stock will be given the same option, (ii) the representations and warranties to be made by any Bank Stockholder shall be limited to enforceability of its obligations and title to its shares of Common Stock, (iii) any indemnification obligations of the Bank Stockholders shall be several, not joint, and shall (other than with respect to the representations and warranties referenced in the foregoing clause (ii)) be pro rata based on the number of shares of Common Stock (on a fully-diluted basis) owned and (iv) the aggregate liability of each such seller of Common Stock with respect to any indemnification obligations in connection with such Approved Sale shall be limited to the net proceeds received by such seller in connection with such Approved Sale. It shall be a condition to any Approved Sale structured as a stock sale that the Company will use its best efforts to make such provisions as are necessary to ensure that the holders of any outstanding Common Stock Warrants will be given the option of either exercising their Common Stock Warrants and selling the shares of Common Stock thereupon issued or selling their Common Stock Warrants (less the exercise price thereof).

Received Consideration. The obligations of the Bank Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such saleApproved Sale, all of the sellers of Common Stock and Series A Preferred Stock, respectively, will receive the same form and amount of consideration per share of Common Stock or Series A Preferred Stock, as applicable, or 7 -7- if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Series A Preferred Stock, all holders of Common Stock and Series A Preferred Stock, as applicable, will be given the same option, (ii) the representations and warranties to be made by any Bank Stockholder shall be limited to enforceability of its obligations and title to its shares holders of Common StockEquity Rights shall not be required to exercise or convert such Common Equity Rights prior to or in connection with such Approved Sale, (iii) upon consummation of such Approved Sale, the sellers of Common Equity Rights that have not been exercised or converted prior to or in connection with such Approved Sale will receive the same form and amount of consideration per share of Common Stock as such seller would have received had such seller exercised or converted such Common Equity Rights immediately prior to the consummation of such Approved Sale, provided that the amount of consideration per share of Common Stock shall be reduced by the exercise or conversion price per share that would have been payable upon conversion or exercise thereof, (iv) any indemnification obligations of the Bank Stockholders sellers shall be several, not joint, and shall (other than with respect to the representations and warranties referenced in the foregoing clause (ii)with respect to enforceability of any seller's obligations and title to Securities) be pro rata based on the number value of shares the proceeds received by the sellers in connection with such Approved Sale, (v) any escrow securing indemnity obligations of Common Stock (the sellers shall be funded by the Sellers pro rata based on a fully-diluted basis) owned the value of the proceeds received by the sellers in connection with such Approved Sale and (ivvi) the aggregate liability of each such seller of Common Stock with respect to any indemnification obligations in connection with such Approved Sale shall be limited to the net proceeds received by such seller in connection with such Approved Sale. It shall be a condition to any Approved Sale structured as a stock sale that the Company will use its best efforts to make such provisions as are necessary to ensure that the holders of (a) if any outstanding Common Stock Warrants consideration will be given received in respect of Common Stock, then the option purchaser with respect to such transaction contemporaneously will purchase all of either exercising their Common the outstanding shares of Series A Preferred Stock Warrants and selling that each holder thereof will receive in respect of such shares an amount of consideration per share that will have a fair market value equal to the sum of (A) the liquidation value (as determined by the Charter) per share of Series A Preferred Stock immediately prior to the consummation of such Approved Sale plus (B) an amount equal to the product of (x) the number of shares of Common Stock thereupon issued or selling their issuable upon conversion of a share of Series A Preferred Stock immediately prior to the consummation of such Approved Sale multiplied by (y) the consideration per share of Common Stock Warrants received by the holders of Common Stock in such Approved Sale, and (b) if the aggregate consideration to be received in respect of all outstanding shares of Series A Preferred Stock in connection with such Approved Sale will have a fair market value that is less than the exercise price thereofaggregate liquidation values (as determined by the Charter) of all of the outstanding shares of Series A Preferred Stock immediately prior to the consummation of such Approved Sale, then the holders of Series A Preferred Stock will receive a proportionate amount per share (based upon the respective liquidation values (as determined by the Charter) of the outstanding shares of Series A Preferred Stock immediately prior to the consummation of such Approved Sale).