Valuation of Parent Common Stock. For the purposes of determining -------------------------------- the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.3 hereof, the shares of Parent Common Stock shall be valued at (i) if the Parent's Common Stock shall be publicly traded, a price equal to the average closing price of the Parent Common Stock in trading on the relevant stock exchange or quotation system during the ten business day period ending three days prior to the date of the Officer's Certificate stating the claim with respect to which such shares are delivered, and (ii) if the Parents' Common Stock is not so publicly traded, the fair market value per share as determined by the Parent's board of directors in good faith on the date closest to the date of the Officer's Certificate.
Valuation of Parent Common Stock. For the purposes of -------------------------------- determining the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.3 hereof, the shares of Parent Common Stock shall be valued as of the Agreement Date.
Valuation of Parent Common Stock. Parent and the Company Stockholder hereby agree that for the purpose of determining the number of Escrow Shares necessary to satisfy a Claim, the Escrow Shares shall be valued at the last price per share as quoted on the Nasdaq Stock Market on the last trading day immediately preceding the day when such shares are transferred to Parent in satisfaction of such Claim, pursuant to Parent's right to indemnification under Article IX of the Merger Agreement.
Valuation of Parent Common Stock. Parent and the Company Stockholder hereby agree that for the purposes of this Escrow Agreement, the
Valuation of Parent Common Stock. For the purpose of determining -------------------------------- the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund or to be delivered in satisfaction of an indemnification obligation pursuant to Section 7.3 hereof, the price per share of such shares shall be the price of Parent Common Stock used in calculating the Exchange Ratio at the Adjustment Date.
Valuation of Parent Common Stock. Parent and the Company Stockholder hereby agree that for the purposes of this Escrow Agreement, the Parent Common Stock shall be attributed the same value as at the Closing of the Agreement and Plan of Merger.
Valuation of Parent Common Stock. For purposes of determining the value of the Parent Common Stock used to satisfy indemnification claims for Losses under this Article VIII, each share of Parent Common Stock valued at the Earn-Out Price Per Share.
Valuation of Parent Common Stock. Each share of Parent Common Stock to be delivered pursuant to Section 1.9 hereof shall be deemed to have a value equal to the average of the high and low trading price of Parent Common Stock on NASDAQ, or if Parent Common Stock is not then traded on NASDAQ, on the then principal trading market for Parent Common Stock, on the date such payment is made (the “Payment Date”); provided, however, if the Payment Date is not a date on which Parent Common Stock is traded on NASDAQ or on such principal trading market, as the case may be, each share of Parent Common Stock to be delivered pursuant to section 1.9 hereof shall be deemed to have a value equal to the closing price of Parent Common Stock on the first preceding day on which the stock traded on NASDAQ or the principal trading market, as the case may be.
Valuation of Parent Common Stock. For purposes of this Article VIII, the Parent Common Stock shall be valued on the basis of the Parent Common Stock Price.
Valuation of Parent Common Stock. (i) For the purpose of determining the number of shares to be issued at the Closing as part of the Initial Payment, all of which shall be deposited with the Escrow Agent, the value of the Parent Common Stock shall be calculated using the average closing price of the Parent Common Stock for the twenty (20) trading days prior to October 8, 2004 (“Closing Price”). Notwithstanding the foregoing, in the event that on the expiration date of the Core Systems Initial Payment Lock-Up (as defined herein) the Closing Price is more than twenty-five percent (25%) higher or lower than the average closing price for the twenty (20) trading days prior to the last day of the Core Systems Initial Payment Lock-Up (as defined herein), holders of the Parent Common Stock shall be required to surrender that number of shares of the Parent Common Stock they received as consideration in the Acquisition (“Stock Consideration”) as is required to limit the increase in value of the Stock Consideration to twenty-five percent (25%), or shall be entitled to receive an additional number of shares of the Parent Common Stock as is required to limit the decrease in value of the Stock Consideration to twenty-five percent (25%), respectively.
(ii) For the purpose of determining the number of shares to be issued as payment of the EBTDA Earnout, the value of Parent Common Stock shall be calculated using the average closing price of the Parent Common Stock for the twenty (20) trading days prior to the last day of the Earnout Period (the “Earnout Price”). Notwithstanding the foregoing, in the event that on the expiration date of the Core Systems EBTDA Earnout Lock-Up (as defined herein) the Earnout Price is more than twenty-five percent (25%) higher or lower than the average of the closing prices for each of the twenty (20) trading days prior to the last day of the Core Systems EBTDA Earnout Lock-Up (as defined herein), the number of shares of Parent Common Stock issuable as payment of the EBDTA Earnout shall be adjusted as is required to limit the increase in value of the Parent Common Stock issued as payment for the EBDTA Earnout shares to twenty-five percent (25%) above the Earnout Price, or shall be entitled to receive that number of additional shares of the Parent Common Stock as is required to limit the decrease in value of the EBDTA Earnout shares to twenty-five percent (25%) below the Earnout Price, respectively.
