Common use of Dispute as to Warrant Value Clause in Contracts

Dispute as to Warrant Value. In the event that the Company disputes any calculation of Warrant value under this Section 4, the matter shall be referred to an Independent Financial Expert for final determination; provided that the Company notifies HW Partners, L.P. of such dispute within five (5) business days of written receipt of any certificate of Warrant value. For purposes of this Section 4.3, an Independent Financial Expert shall mean a nationally recognized investment banking firm (i) which does not (and whose directors, officers and employees and affiliates do not), have a direct or indirect financial interest in either the Company or any holder of this Warrant (other than a beneficial ownership, directly or indirectly, of less than one percent of the outstanding shares of capital stock of the Company), (ii) which has not been, and, at the time it is called upon to give independent financial services to the Company, is not (and none of whose directors, officers, employees or affiliates is) a promoter, director or officer of the Company or any of its affiliates or an underwriter with respect to any of the Company's securities, (iii) which does not provide any advice or opinions to the Company or any Warrant holder except as an Independent Financial Expert and (iv) which is mutually agreeable to the Company and the holders of a majority of the Warrants. If the Company and the holders of a majority of the Warrants do not promptly agree as to the Independent Financial Expert, each shall appoint one investment banking firm and the two firms so appointed shall select the Independent financial Expert to be employed by the Company. An Independent Financial Expert shall be compensated by the Company for opinions or services it provides as an Independent Financial Expert. In making its determination of the value of this Warrant, the Independent Financial Expert shall use one or more valuation methods that the Independent Financial Expert, in its professional judgment, determines to be most appropriate. After the Independent Financial Expert has made its determination, the Company shall cause the Independent Financial Expert to prepare a report (a "Value Report") stating the methods of valuation considered or used and the value of the Warrant or other security it values and containing a statement as to the nature and scope of the examination made. Such Value Report shall accompany any notice of adjustment sent by the Company to the Holder pursuant to this Warrant; provided, that the adjustment to the Exercise Price that is the subject of such notice requires the services of any Independent Financial Expert.