Common use of Offer Price Clause in Contracts

Offer Price. The value of any publicly-traded securities issued to the Stockholders upon consummation of the Superior Proposal shall be determined by reference to the closing price of such securities on the date of consummation of the Superior Proposal. The value of any securities which have not previously been publicly traded ("Newly Registered Securities") shall be determined by reference to the average closing price of such securities over the twenty (20) trading days following consummation of the Superior Proposal. Each Stockholder shall deliver to the Optionee the Incremental Value for each Share held by such Stockholder immediately upon receipt if the consideration is cash or cash and publicly-traded securities or, if the consideration includes Newly Registered Securities, upon the later of receipt of the consideration or the date on which the value of the securities is determined. The Incremental Value shall be payable to Optionee in cash and securities in the same proportion as the cash and securities payable to the Stockholders.