definiens: as defined in Regulation D promulgated under the Act, the Company may cause to be paid to the Purchaser i n lieu thereof, against surrender of the shares of the Sto ck, which would have otherwise been sold by the Pur chaser, an amount in cash equal to the fair value ( as determin ed in good faith by the Company ) of the securities which the Purchaser would otherwise receive as of the date of the issuance of such securities in exchange for th e shares of the Stock ; and ( vi ) subject to Section 3(b)(v ), requiring the same for m of consideration to be available to the holders of any single class or series of capital st ock, if any holders of any capital stock of the Com pany are given an option as to the form and amount of consideratio n to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option ; provided, however, that nothing in this Subsectio n 3(b)(vi ) shall entitle any holder to receive any form of con sideration that such holder would be ineligible to receive as a result of such holder ’s failure to satisfy any cond ition, requirement or limitation that is generally applicable to the Company ’s stockholders