Common use of Valuation of Parent Common Stock Clause in Contracts

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 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 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 twenty 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 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' Parent's 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 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' Parent's Common Stock is not so -43- publicly traded, the fair market value per share as determined by the Parent's Parents' board of directors in good faith on the date closest to the date of the Officer's Certificate.