Valuation of Escrow Shares. For purposes of this Agreement, the “Value” of any Escrow Shares shall be $1.25 per share, multiplied by the number of such Escrow Shares.
Valuation of Escrow Shares. For purposes of this Agreement, the Fair Market Value of the Escrow Shares to be retained in the Escrow Account pending a final resolution of a claim shall be determined based upon the average of the closing prices of the Purchaser Common Stock on the Nasdaq National Market System for the twenty trading days immediately preceding the date on which the claim is made. The Fair Market Value of the Escrow Shares to be released from the Escrow Account after a final determination/resolution of a claim shall be determined based upon the average closing prices of the Purchaser's Common Stock on the Nasdaq National Market System for the twenty trading days immediately preceding the date of such final determination/resolution.
Valuation of Escrow Shares. For purposes of this Agreement, the Fair Market Value of each of the Escrow Shares shall be seven dollars ($7.00) per share, with appropriate adjustment to take into account any stock split, reverse stock split, stock dividend, recapitalization or other similar capital adjustments with respect to LP's common stock. The Fair Market Value shall be calculated as set forth above jointly by the LP Agent and the Shareholders' Agent, and the results of such calculation shall be provided to the Escrow Agent.
Valuation of Escrow Shares. For purposes of this Agreement, the Fair Market Value of each of the Escrow Shares shall be based on the average closing sale price on the Nasdaq National Market of a share of 724's Common Stock as reported in THE WALL STREET JOURNAL or, if not available, such other authoritative publication as may be reasonably selected by 724, for the ten consecutive trading days ending on and including the last trading date immediately preceding the date the applicable Escrow Shares are distributed by the Escrow Agent to either 724 or the Stockholders.
Valuation of Escrow Shares. For the purpose of this Article II, each Escrow Share shall be valued at the "Average Price" as defined in the Merger Agreement, as adjusted to reflect any stock split, stock dividend, consolidation, recapitalization or similar event occurring after -------------------------- ------------- date hereof.
Valuation of Escrow Shares. For purposes of this Agreement, the “Fair Market Value” of any Escrow Shares shall equal the average closing price per share of Buyer’s common stock on NASDAQ for the five-day period ending on the day prior to the date on which the indemnification claim was “finally determined”. For purposes of this Section 3.1(a), the date on which an indemnification claim was “finally determined” shall mean (i) in the case of Section 2.1, the payment date stated in the joint written instructions, (ii) the case of Section 2.2, the payment date stated in the Final Determination Notice, and (iii) in the case of Section 2.3, the Termination Date. The value of Escrow Cash shall be face value of such Escrow Cash. For the purposes of any disbursement of Escrow Shares, the number of Escrow Shares required to satisfy a claim with respect to the Escrow Account shall be rounded to the nearest whole share of common stock of Buyer. The Buyer and the Indemnifying Shareholder agree that the Escrow Agent shall have no responsibility for determining, or reporting, the Fair Market Value of the Escrow Shares.
Valuation of Escrow Shares. The number of Escrow Shares to be retained by the Escrow Agent in connection with a claim against the Escrow Fund or released to Parent, as sole shareholder of the Company, in payment of a claim against the Escrow Fund shall be determined by dividing the dollar amount of such claim by the Stock Value (as defined below) and rounding the number so obtained to the nearest whole number. "Stock Value" shall mean the average closing price per Parent Share as reported in The Wall Street Journal for each twenty (20) consecutive trading days ending on the first trading day prior to the day the claim is asserted pursuant to Section 9.4 of the Merger Agreement. Such valuation shall be made by Parent.
Valuation of Escrow Shares. For purposes of this Agreement, the Fair Market Value of the Escrow Shares shall be determined by the Indemnification Representative or the Indemnified Person, as the case may be, based upon the average of the closing prices of the Buyer Common Stock reported on the Nasdaq National Market for the 30 trading days immediately preceding either the date on which the Escrow Shares are delivered to the Indemnified Person in satisfaction of a claim or such other date as of which such determination is to be made.
Valuation of Escrow Shares. For purposes of this Agreement, the "Fair Market Value" of each Escrow Share on any date means the average closing sales price of one share of Purchaser Common Stock as quoted on the American Stock Exchange (as reported on the website of the American Stock Exchange at XXX.XXXX.XXX) (or any other national securities exchange or over-the-counter market on which the Purchaser Common Stock is then traded or quoted) for the thirty (30) trading-day period immediately preceding (but not including) such date; PROVIDED, HOWEVER, that if on such date, Purchaser Common Stock is no longer quoted on the American Stock Exchange or another national securities exchange, but instead Purchaser Common Stock is quoted on an over-the-counter market and has been quoted on such over-the-counter market for less than thirty (30) trading days, then the "Fair Market Value" shall mean the average closing sales price of one share of Purchaser Common Stock for the total number of days that Purchaser Common Stock has been quoted on such over-the-counter market immediately preceding (but not including) such date. The good faith determination of the Escrow Agent of Fair Market Value on any specified date under this Agreement shall be final, conclusive and binding upon all parties.
Valuation of Escrow Shares. For purposes of this Agreement, the Fair Market Value of each Escrow Unit shall be $49.00, the Fair Market Value of each Warrant shall be $4.00, and the Fair Market Value of the Buyer Common Stock shall be $15.00 per share.
