Common use of Amount Deemed Paid or Distributed Clause in Contracts

Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon a Deemed Liquidation Event, shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring Person. The value of such property, rights or securities shall be determined unanimously, in good faith, by the Board; provided, however, that if the Board cannot unanimously agree on the fair market value of such consideration, then the Corporation shall submit such issue to a third-party valuation firm for determination, which determination shall be deemed to be final and binding. With respect to any matter hereunder requiring the selection of a third-party valuation firm, the Corporation, on the one hand, and the holders of at least a majority of the outstanding shares of Preferred Stock voting together as a single class pursuant to Section 3.1, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of an independent recognized investment banking firm, accounting firm or consulting firm that has no conflicts with respect to such engagement as reasonably determined by the Corporation and such holders. Each appraiser shall, within thirty