EFFECT OF CONTROL TRANSACTION Sample Clauses

EFFECT OF CONTROL TRANSACTION. (a) NWA Corp. will notify KLM as promptly as practicable of the pendency of any transaction that is reasonably likely to constitute a Control Transaction; PROVIDED, that NWA Corp. shall not be obligated to so notify KLM prior to such transaction having been publicly announced (except as otherwise specifically provided for in the Standstill Agreement). Additionally, upon the consummation of a Control Transaction, NWA Corp. will on the date of such consummation notify KLM thereof. (b) In connection with any Control Transaction consummated prior to June 30, 1999, there shall be a determination of the Transactional Value Per Share. The "TRANSACTIONAL VALUE PER SHARE" is the weighted average consideration to be received in respect of each Share transferred or sold in, or otherwise receiving a distribution in connection with, such Control Transaction, valued, (i) in the case of cash, at the face amount thereof, (ii) in the case of securities registered under the Exchange Act and as to which there is a previously established public trading market, (A) if such security is listed on the New York Stock Exchange or American Stock Exchange, the average of the closing price during the ten trading days immediately prior to the date of consummation thereof or (B) if such security is included in the NASDAQ National Market System, the weighted average price at which all trades of such securities are reported on the NASDAQ National Market System during the ten trading days immediately prior to the date of consummation thereof, (iii) in the case of securities as to which there is a previously established public trading market on a non-U.S. exchange or automated quotation system, the average of the closing price (if quoted in a foreign currency, converted into Dollars at the then- prevailing market Dollar exchange rate) during the ten trading days immediately prior to the date of consummation thereof, and (iv) in the case of other securities or property, at the fair market value thereof established in accordance with Section 2.2(c) as of the date of consummation thereof.