definiens: as defined in Regulation D promulgated under the Securities Act, the Companies may cause to be paid to any such Securityholder other than a Major Investor ( unless it consents thereto ) in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Securityholder, an amount in cash equal to the fair value ( as determined in good faith by the Companies ) of the securities which such Securityholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares, as applicable ; and ( f ) subject to clause ( e ) above, requiring the same form of consideration to be available to the holders of Shares, if any holders of any class or series of Shares 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 Shares will be given the same option ; provided, however, that nothing in this Section 8.4(f ) shall entit le any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder ’s failure to satisfy any reasonable condition, requirement or limitation that is generally applicable to the holders of Shares