definiens: as defined in Regulation D promulgated u nder the Securities Act, the Company may cause to b e paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Inve stor Shares, as applicable, which would have otherwise b een sold by such Key Holder or Investor, an amount in cash equal to the fair value ( as determined in good fait h by the Company ) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable ; and ( e ) subject to clause ( d ) above, requiring the same form of consideration to be available to the holders of any single class or series of capita l stock, if any holders of any single class or seri es of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such class or series of capital stock will be given the same opti on ; provided, however, that nothing in this Subsection 3.3(e ) shall enti tle any holder to receive any form of consideration that such holder would be ineligible to receive as a res ult of such holder ’s failure to satisfy any conditi on, requirement or limitation that is generally applica ble to the Company ’s stockholders