Common use of Appraisal Procedure Clause in Contracts

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value of a share of Common Stock as contemplated by Section 3.2(c) above, then the Management Stockholder, on the one hand, and Holdings, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser of recognized national standing. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdings. Each appraiser shall be instructed to determine such value based on the methodology set forth in Section 3.2(a). If the appraised Fair Market Values (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Value. If the appraised Fair Market Values vary by ten percent (10%) or more, measured from the lower appraisal, the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser of recognized national standing. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall submit notice of its appraisal to the Management Stockholder and Holdings. The Fair Market Value determined by the third appraiser shall be controlling unless the Fair Market Value determined by such appraiser is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder and one-half by Holdings.

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by Section 3.2(c) aboveany consideration for Subject Shares under subsection (d), then the Management StockholderSeller, on the one hand, and HoldingsBuyer or Warburg, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar 20 business days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on by taking into account reasonably quantifiable tax benefits, if any, to the methodology set forth in Section 3.2(a)Seller associated with such Seller receiving other consideration rather than cash. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by ten percent (less than 10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by ten percent (more than 10%) or more, measured from the lower appraisal, the appraisers, within ten (10) 10 business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar 20 business days of his appointment, appraise the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser that value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless . If the Fair Market Value value determined by the third appraiser is lower less than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings cost of the first appraisal initiated under subsection (d) with respect to any Seller shall each bear be paid by Buyer. Thereafter, the cost of its respective appointed appraiser. The cost of the third appraisal any such appraisals shall be shared one-half by the Management Stockholder Seller and one-half by HoldingsWarburg or Buyer depending on who initiated the appraisal procedure.

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of the cash equivalent of any consideration for a share of Common Stock as contemplated by Subject Units under Section 3.2(c) above2.6(b)(v), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly promptly, but in no event later than 10 days following written notice of such appraisal procedure pursuant to Section 2.6(b)(v), appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar 30 days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Units as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by ten percent (less than 10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by ten percent (more than 10%) or more, measured from the lower appraisal, the appraisers, within ten (10) business 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser a member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar 30 days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Units (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal foregoing appraisals shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser.

Appraisal Procedure. If any party shall initiate an ------------------- appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above3(b)(v), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “"Earlier ------- Appraisals”") vary by less than ten percent (10%) or less, measured from the lower appraisal), the average of the two ---------- appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by more than ten percent (10%) or more, measured from the lower appraisal), the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder Transferor and Holdings the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser.

Appraisal Procedure. If any party shall initiate an appraisal ------------------- procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above2(f), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly appoint as an appraiser an independent individual who shall be a member of a reputable valuation consultant or appraiser of recognized national standingfirm. Each appraiser shall, within thirty (30) calendar 30 days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If If, upon the appraised Fair Market Values completion of the initial appraisals (the “"Earlier Appraisals”) vary by ten percent (10%) or less"), measured from the higher appraised value of such consideration is not more than 110% of the lower appraisalappraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the higher appraised Fair Market Values vary by ten percent (10%) or more, measured from value is more than 110% of the lower appraisalappraised value, the appraisers, within ten (10) business 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent member of a reputable valuation consultant or appraiser of recognized national standingfirm. The third appraiser shall, within thirty (30) calendar 30 days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal foregoing appraisals shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser.

Appraisal Procedure. If any party shall initiate an appraisal procedure proceedings to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above2(h), then the Management StockholderTransferor, on the one hand, and HoldingsBerkshire or its Assignee(s), on the other hand, shall each promptly (and in any event within ten (10) days of the expiration of the 10-day or 45-day period, as applicable) appoint as an appraiser an independent individual who shall be a member of a reputable valuation consultant firm or appraiser of recognized national standinginvestment bank. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate determine the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice written determination of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If If, upon the appraised Fair Market Values completion of the initial appraisals (the “"Earlier Appraisals”) vary by "), the higher appraised value of such consideration is not more than one hundred ten percent (10110%) or less, measured from of the lower appraisalappraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the higher appraised Fair Market Values vary by value is more than one hundred ten percent (10110%) or more, measured from of the lower appraisalappraised value, the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent a member of a reputable valuation consultant firm or appraiser of recognized national standinginvestment bank. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date and submit a written determination of the termination of such Management Stockholder’s employment, such apprasial value to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall submit notice of its appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal foregoing appraisals shall be shared one-half by the Management Stockholder Transferor and one-half by HoldingsBerkshire or its Assignee(s).

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above3(b)(v), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser(s), on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value on a per share basis to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by less than ten percent (10%) or less, measured from the lower appraisal), the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by more than ten percent (10%) or more, measured from the lower appraisal), the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal on a per share basis to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder Transferor and Holdings the Purchaser(s) shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser(s).

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above3(b)(v), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately separately, investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by less than ten percent (10%) or less, measured from the lower appraisal), the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by more than ten percent (10%) or more, measured from the lower appraisal), the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder Transferor and Holdings the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser.

Appraisal Procedure. If any party shall initiate the Management Stockholders invoke ------------------- an appraisal procedure to determine the Fair Market Value amount of a share the fair market value in cash of Common Stock as contemplated by the consideration for the Securities under Section 3.2(c3(c) above(the "Subject Securities"), then the Management StockholderProposed Transferors, on the one hand, and Holdingsthe Management Stockholders, on the other hand, shall each promptly appoint as an appraiser an independent individual who shall be a member of a reputable valuation consultant or appraiser of recognized national standingfirm. Each appraiser shall, within thirty (30) calendar 30 days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Securities as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Management Stockholders as a result of receiving cash rather than other consideration. If If, upon the appraised Fair Market Values completion of the initial appraisals (the “"Earlier Appraisals”) vary by ten percent (10%) or less"), measured from the higher appraised value of such consideration is not more than 110% of the lower appraisalappraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the higher appraised Fair Market Values vary by ten percent (10%) or more, measured from value is more than 110% of the lower appraisalappraised value, the appraisers, within ten (10) business 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent member of a reputable valuation consultant or appraiser of recognized national standingfirm. The third appraiser shall, within thirty (30) calendar 30 days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Securities (without regard to the income tax consequences to the Management Stockholders as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal foregoing appraisals shall be shared one-half by the Management Stockholder Proposed Transferor and one-half by Holdingsthe Management Stockholders.

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for Subject Shares under Section 3.2(c) above4.2(d), then the Management Offering Stockholder, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Offering Stockholder and Holdingsthe Purchaser. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Offering Stockholder as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by ten percent (10%) or more, measured from the lower appraisal, the appraisersappraisers shall, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser a member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Shares (without regard to the income tax consequences to the Offering Stockholder as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Offering Stockholder and Holdingsthe Purchaser. The Fair Market Value value determined by the third appraiser shall be controlling as to the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Offering Stockholder and Holdings the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Offering Stockholder and one-half by Holdingsthe Purchaser.

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by any consideration for the Subject Units under Section 3.2(c) above3(b)(v), then the Management StockholderTransferor, on the one hand, and Holdingsthe Purchaser, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Units as of the effective proposed Transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Transferor as a result of receiving cash rather than other consideration. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by less than ten percent (10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by more than ten percent (10%) or more), measured from the lower appraisal, the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser a member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Units (without regard to the income tax consequences to the Transferor as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed Transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as to the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder Transferor and Holdings the Purchaser shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder Transferor and one-half by Holdingsthe Purchaser.

Appraisal Procedure. In the event that Molex elects not to designate a fair market value in connection with exercising its purchase option or in the event that the Company objects within 10 days of receiving the proposed fair market value purchase price from Molex, that the fair market value shall be determined by an mutually agreed appraiser. If any party shall initiate Molex and the Company are unable to agree upon the selection of an appraisal procedure to determine the Fair Market Value of a share of Common Stock as contemplated by Section 3.2(c) aboveappraiser, then each shall select an independent appraiser within 10 days of the Management Stockholderdelivery by Molex of the Purchase Notice. Within 20 days of the appointment of the appraiser(s), on Molex, the one handCompany and the appraiser(s) shall meet at a location mutually agreed to by the parties, and Holdings, on in a proceeding held in accordance with the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser of recognized national standing. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value of a share of Common Stock as rules of the effective date Commercial American Arbitration Association each of Molex and the Company shall submit to the appraiser(s) its proposal for the fair market value of the termination of such Management Stockholder’s employment Assets, and shall submit a notice be allowed to present such evidence and testimony in support thereof as is allowed under the rules of an appraisal of that value to the Management Stockholder and HoldingsCommercial American Arbitration Association. Each appraiser The appraiser(s) shall be instructed that, within 7 days after the date on which Molex, the Company and the appraiser(s) conclude such meeting, the appraiser(s) shall provide to determine such each of Molex and the Company a written statement setting out the fair market value based on of the methodology set forth Assets and explaining in Section 3.2(a)detail the basis of the appraiser(s) calculation. If Molex and the appraised Fair Market Values (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisalCompany shall have selected a single appraiser, the average fair market value of the two appraisals on a per share basis Assets shall be controlling as the amount of the Fair Market Value. If the appraised Fair Market Values vary by ten percent (10%) or more, measured from the lower appraisal, the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser of recognized national standing. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall submit notice of its appraisal to the Management Stockholder and Holdings. The Fair Market Value determined by the third appraiser shall be controlling unless the Fair Market Value determined by such appraiser is greater than appraiser. If Molex and the Fair Market Value Company shall have selected two appraisers, and if the fair market value of the Assets determined in the two Earlier Appraisals, in which case by the higher of the two Earlier Appraisals will control, and unless appraisers is less than 120% of the Fair Market Value is lower than fair market value of the two Earlier Appraisals, in which case Assets determined by the lower lesser of the two Earlier Appraisals will controlappraisers, then the fair market value of the Assets shall be the average of the amount determined by the two appraisers. If any party fails the fair market value of the Assets determined by the higher of the appraisers is equal to appoint an appraiser or if one greater than 120% of the value determined by the lesser of the two initial appraisers, then Molex and the Company shall meet again and attempt to agree upon the fair market value of the Assets. If Molex and the Company are not able to agree on the fair market value of the Assets within 7 days of receipt of the second of the two appraisals, Molex shall instruct the two appraisers fails after to select a third appraiser. Within 7 days of the appointment of the third appraiser, the appraisers shall meet, and in a proceeding held in accordance with the rules of the Commercial American Arbitration Association each of the first two appraisers shall submit to submit the third appraiser its appraisal within of the required period, fair market value of the appraisal submitted by Assets. The first two appraisers of Molex and the remaining Company shall provide to the third appraiser such information as the third appraiser reasonably requests. The third appraiser shall be controllinginstructed that within 7 days after the date on which the appraisers conclude such meeting, the third appraiser shall provide to each of Molex and the Company a written statement setting out the fair market value of the Assets. In such case the fair market value of the Assets shall be the average of the values determined by the two closest appraisers. The Management Stockholder fair market value of the Assets selected by the appraiser(s) shall be binding upon Molex and Holdings the Company, and shall be promptly communicated by Notice to each bear of Molex and the cost of its respective appointed appraiserCompany. The cost of the third appraisal Appraisal Procedure shall be shared one-half an expense of the Company. The Company agrees that it shall not dispose of any material asset during the pendency of the procedure set forth above. Molex shall pay the Company cash in the amount of the fair market value of the Assets within 30 days of its determination in accordance with this procedure. In the event that the Company does not cooperate with this timetable, then all of the above referenced deadlines shall run from the date which the Company begins to cooperate within this procedure or is ordered to do so by the Management Stockholder and one-half by Holdingsa court of competent jurisdiction.

Appraisal Procedure. If any party Within 20 days of the appointment of the appraiser(s), Seller, Purchaser and the appraiser(s) shall initiate an appraisal procedure meet at a location mutually agreed to determine by the parties, and in a proceeding held in accordance with the rules of the Commercial American Arbitration Association each of Seller and Purchaser shall submit to the appraiser(s) its proposal for the Fair Market Value of a share of Common Stock as contemplated by Section 3.2(cOf The Interest(s) above, then the Management Stockholder, on the one handto be sold, and Holdings, on shall be allowed to present such evidence and testimony in support thereof as is allowed under the other hand, rules of the Commercial American Arbitration Association. The appraiser(s) shall each promptly appoint as an appraiser an independent valuation consultant or appraiser of recognized national standing. Each appraiser shallbe instructed that, within thirty (307 days after the date on which the Seller, Purchaser and the appraiser(s) calendar days of appointmentconclude such meeting, separately investigate the appraiser(s) shall provide to each Member a written statement setting out the Fair Market Value of a share of Common Stock as Of The Interest and explaining in detail the basis of the effective date appraiser(s) calculation. If the Members shall have selected a single appraiser, the Fair Market Value Of The Interest shall be the amount determined by such appraiser. If the Members shall have selected two appraisers, and if the Fair Market Value Of The Interest determined by the higher of the termination two appraisers is less than 120% of such Management Stockholder’s employment the Fair Market Value Of The Interest determined by the lesser of the two appraisers, then the Fair Market Value Of The Interest shall be the average of the amount determined by the two appraisers. If the Fair Market Value Of The Interest determined by the higher of the appraisers is equal to or greater than 120% of the value determined by the lesser of the two appraisers, then the Seller and Purchaser shall meet again and attempt to agree upon the Fair Market Value Of The Interest. If the Seller and the Purchaser are not able to agree on the Fair Market Value Of The Interest within 7 days of receipt of the second of the two appraisals, they shall instruct the two appraisers to select a third appraiser. Within 7 days of the appointment of the third appraiser, the appraisers shall meet, and in a proceeding held in accordance with the rules of the Commercial American Arbitration Association each of the first two appraisers shall submit a notice of an to the third appraiser its appraisal of that value the Fair Market Value Of The Interest(s). The first two appraisers, the Seller, and the Purchaser shall provide to the Management Stockholder and Holdingsthird appraiser such information as the third appraiser reasonably requests. Each The third appraiser shall be instructed that within 7 days after the date on which the appraisers conclude such meeting, the third appraiser shall provide to determine such value based on each Member a written statement setting out the methodology set forth in Section 3.2(a). If the appraised Fair Market Values (Value Of The Interest. In such case the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisal, Fair Market Value Of The Interest shall be the average of the values determined by the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Value. If the appraised Fair Market Values vary by ten percent (10%) or more, measured from the lower appraisal, the closest appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser of recognized national standing. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall submit notice of its appraisal to the Management Stockholder and Holdings. The Fair Market Value determined Of The Interest selected by the third appraiser appraiser(s) shall be controlling unless the Fair Market Value determined by such appraiser is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will controlbinding upon Seller and Purchaser, and unless the Fair Market Value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder promptly communicated by Notice to each of Seller and Holdings shall each bear the cost of its respective appointed appraiserPurchaser. The cost of the third appraisal Appraisal Procedure shall be shared one-half by an expense of the Management Stockholder and one-half by HoldingsCompany.

Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the Fair Market Value fair market value of a share the Preferred Stock for purposes of Common Stock as contemplated by payment under Section 3.2(c) above7.2(a), then the Management StockholderInvestors, on the one hand, and HoldingsParent, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who shall be a member of a nationally-recognized national standinginvestment banking firm. Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value fair market value of a share of Common the Preferred Stock as of the effective date of the termination of such Management Stockholder’s employment Valuation Date and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)parties. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by less than ten percent (10%) or less, measured from the lower appraisal), the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by more than ten percent (10%) or more, measured from the lower appraisal), the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value fair market value of a share of Common the Preferred Stock (without regard to the income tax consequences to the parties) as of the effective date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall Valuation Date and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the -33- 39 amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder Investors, on the one hand, and Holdings Parent, on the other hand, shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared one-half by the Management Stockholder Investors and one-half by HoldingsParent.

Appraisal Procedure. If any party shall initiate the Management Stockholders invoke an ------------------- appraisal procedure to determine the Fair Market Value amount of a share the fair market value in cash of Common Stock as contemplated by the consideration for the Securities under Section 3.2(c3(c) above(the "Subject Securities"), then the Management StockholderProposed Transferors, on the one hand, and Holdingsthe Management Stockholders, on the other hand, shall each promptly appoint as an appraiser an independent individual who shall be a member of a reputable valuation consultant or appraiser of recognized national standingfirm. Each appraiser shall, within thirty (30) calendar 30 days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Securities as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall be instructed to determine such value based on without regard to income tax consequences to the methodology set forth in Section 3.2(a)Management Stockholders as a result of receiving cash rather than other consideration. If If, upon the appraised Fair Market Values completion of the initial appraisals (the “"Earlier Appraisals”) vary by ten percent (10%) or less"), measured from the higher appraised value of such consideration is not more than 110% of the lower appraisalappraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Valuecash equivalent. If the higher appraised Fair Market Values vary by ten percent (10%) or more, measured from value is more than 110% of the lower appraisalappraised value, the appraisers, within ten (10) business 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent member of a reputable valuation consultant or appraiser of recognized national standingfirm. The third appraiser shall, within thirty (30) calendar 30 days of his appointment, appraise the Fair Market Value value of the consideration for the Subject Securities (without regard to the income tax consequences to the Management Stockholders as a share result of Common Stock receiving cash rather than other consideration) as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third appraisal foregoing appraisals shall be shared one-half by the Management Stockholder Proposed Transferor and one-half by Holdingsthe Management Stockholders.

Appraisal Procedure. If any party shall initiate initiates an appraisal procedure to determine the Fair Market Value amount of a share the cash equivalent of Common Stock as contemplated by Section 3.2(c) aboveany consideration for Subject Shares under subsection (d), then the Management StockholderBend▇▇, on ▇▇ the one hand, and HoldingsSynQuest or Warburg, on the other hand, shall will each promptly appoint as an appraiser an independent valuation consultant or appraiser individual who must be a member of a nationally recognized national standinginvestment banking firm. Each appraiser shallmust, within thirty (30) calendar 20 business days of appointment, separately investigate the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment and shall must submit a notice of an appraisal of that value to the Management Stockholder and Holdingseach party. Each appraiser shall will be instructed to determine such value based on the methodology set forth in Section 3.2(a)by taking into account reasonably quantifiable tax benefits, if any, to Bend▇▇ ▇▇▇ociated with Bend▇▇ ▇▇▇eiving other consideration rather than cash. If the appraised Fair Market Values values of such consideration (the “"Earlier Appraisals”") vary by ten percent (less than 10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall will be controlling as the amount of the Fair Market Valuecash equivalent. If the appraised Fair Market Values values vary by ten percent (more than 10%) or more, measured from the lower appraisal, the appraisers, within ten (10) 10 business days of the submission of the last appraisal, shall must appoint a third appraiser who shall will be an independent valuation consultant or appraiser member of a nationally recognized national standinginvestment banking firm. The third appraiser shallmust, within thirty (30) calendar 20 business days of his appointment, appraise the Fair Market Value value of a share of Common Stock the consideration for the Subject Shares as of the effective proposed transfer date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a). Such third appraiser shall and submit notice of its his appraisal to the Management Stockholder and Holdingseach party. The Fair Market Value value determined by the third appraiser shall will be controlling as the amount of the cash equivalent unless the Fair Market Value determined by such appraiser that value is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless . If the Fair Market Value value determined by the third appraiser is lower less than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its his appraisal within the required period, the appraisal submitted by the remaining appraiser shall will be controlling. The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser. The cost of the third first appraisal shall initiated under subsection (d) with respect to Bend▇▇ ▇▇▇l be paid by SynQuest. Thereafter, the cost of any such appraisals will be shared one-half by the Management Stockholder and Bend▇▇ ▇▇▇ one-half by HoldingsWarburg or SynQuest depending on who initiated the appraisal procedure.