Common use of STOCK INDEMNIFICATION PAYMENTS Clause in Contracts

STOCK INDEMNIFICATION PAYMENTS. (a) Any indemnification obligations of the WP Partners pursuant to Section 9.2 shall be satisfied by payment in shares of Newco Class A Common Stock and/or shares of Newco Class B Common Stock to Newco. The number of shares of Stock delivered by the WP Partners in satisfaction of an indemnification obligation shall be determined in accordance with Section 9.6(c) below. (b) Any indemnification obligations of Xxxxxxx pursuant to Section 9.3 shall be satisfied by payment in shares of Newco Class A Common Stock and/or Newco Class B Common Stock to WP LLC, the number of which shares shall be determined in accordance with Section 9.6(c) below. (c) The aggregate number of shares of Newco Class A Common Stock and/or Newco Class B Common Stock paid by Xxxxxxx or the WP Partners in satisfaction of an indemnification obligation pursuant to paragraph (a) or (b) of this Section 9.6 shall be equal to (i)(x) the amount of the Losses for which indemnification is owed by Xxxxxxx, MULTIPLIED BY the number of shares of Newco Common stock owned by WP LLC and Bankers Trust on the Closing Date, MINUS (y) the amount of the Losses for which indemnification is owed by the WP Partners, MULTIPLIED BY the number of shares of Newco Common stock owned by the stockholders of Xxxxxxx on the Closing Date, ALL DIVIDED BY (ii) (x) the number of shares of Newco Common Stock owned by the stockholders of Xxxxxxx on the Closing Date, MULTIPLIED BY the Xxxxxxx Common Stock Market Value, MINUS (y) the amount of the Losses for which indemnification is owed by Xxxxxxx (all rounded to nearest whole share). For purposes of this Section 9.6(c), the term "Xxxxxxx Common Stock Market Value" shall mean the average closing price per share of Xxxxxxx Common Stock on NASDAQ (as reported in THE WALL STREET JOURNAL or, if not reported therein, any other authoritative source) for the twenty (20) consecutive trading days (whether or not actual trading occurred during such period) ending one (1) trading day preceding the Closing Date.