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Value of Escrow Shares Sample Clauses

Value of Escrow SharesFor purposes of this Agreement and Exhibit G of the Merger Agreement, the Escrow Shares shall be valued at $36.397 per share, subject to appropriate equitable adjustment in the event of a stock split, stock dividend, stock recombination, recapitalization or like event (the "Escrow Per Share Value"). Silknet agrees to notify the Escrow Agent in writing as to any such adjustment in the Escrow Per Share Value.
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Value of Escrow SharesFor purposes of this Agreement, the value of each Escrow Share shall be equal to the Agreed Parent Share Price of the Stock Consideration on the Closing Date under the Merger Agreement.
Value of Escrow SharesFor purposes of determining the actual amount of Debt Level Escrow Shares against which the Holding Company shall be entitled to exercise its rights of set-off or reimbursement under this Article XIX, each of the Debt Level Escrow Shares shall be valued at the price per share at which the shares of the Common Stock of the Holding Company shall be offered to the public in the IPO. Except with respect to Debt Level Escrow Shares as to which the Holding Company shall have exercised its rights of set off or reimbursement, all of the Debt Level Escrow Shares shall nevertheless be deemed to be A-101
Value of Escrow SharesFor the purposes of this Section 4, the price per share attributable to the Shares shall be the volume weighted average closing price of the Common Stock over the 20 trading-day period ending on the date immediately preceding the Indemnification Determination Date, as reported on AMEX, and, if the Common Stock is not quoted on AMEX at any time during such period, as reported on the OTCBB or the Pink Sheets for the portion of such period that the Common Stock is listed or quoted on the OTCBB or the Pink Sheets.
Value of Escrow Shares. For all purposes of Paragraphs 4, 5 & 6 of this Agreement, the "Share Value" of Escrow Shares in the Joint Escrow shall be deemed to be: (A) the average closing price of Inflatables Common Stock over the 20 trading days prior to the date of determination if Inflatables Common Stock is traded on a national securities exchange or an NASD market in which closing prices are regularly quoted; (B) the average ask price at the close of trading over the 20 trading days prior to the date of determination if Inflatables Common Stock is traded on a market for which bid and ask prices but not closing sale prices are regularly quoted; or (C) the fair market value of Inflatables Common Stock as determined by an accounting firm selected by Inflatables' independent auditors if no closing or ask price is available as contemplated in clauses (A) or (B) above. If the Escrow Corpus consists of securities or property other than Inflatables Common Stock, any reference in this Paragraph 7 to "Inflatables Common Stock" shall include such other securities or property, and the Stock Value of each unit thereof shall be equal to the fair market value thereof, as reasonably determined by an accounting firm selected by Inflatables' independent auditors.
Value of Escrow SharesThe Escrow Agent may rely conclusively on a per share value of $_____ (the "Closing Market Value") for the purpose of determining the amount of shares required to pay a Claim. All Claims paid out of the Escrow Shares shall be rounded to the nearest whole share. Under no circumstances shall the Participating Holders or the Shareholders' Representative have any right to substitute other property for the Escrow Shares or to change the per share value stated herein.
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Value of Escrow Shares. For all purposes pursuant to this Agreement, including without limitation the distribution of Escrow Shares, the value of each Escrow Share shall be equal to the Fair Market Value (as defined in the Merger Agreement) per share of Purchaser's Common Stock at the Effective Time. The Purchaser and the Representative shall certify to the Escrow Agent the Fair Market Value, expressed as a dollar amount, and the Escrow Agent shall be entitled to rely exclusively on such certification without reference to the terms of the Merger Agreement.
Value of Escrow SharesIn the event that a distribution of Escrow Shares out of the Escrow Account is required under the terms of this Agreement to satisfy any amount due and owing to Buyer Indemnitees, such shares shall be valued at the average of (i) the Buyer's average market closing price on NASDAQ for the ten (10) days immediately preceding the Closing and (ii) the Buyer's average market closing price on NASDAQ for the ten (10) days immediately preceding the release of the shares to such Buyer Indemnitee.
Value of Escrow SharesThe Escrow Shares delivered to Buyer out ---------------------- of the Escrow Fund, if any, shall be valued at their fair market value, determined as follows, and the valuation of the shares in the Escrow Fund shall be provided in writing to the Escrow Agent by Buyer with a copy to Seller: (i) if shares of the Company's common stock are listed on a national securities exchange, the fair market value shall be deemed to be the average closing price of shares of the Company's common stock for the five (5) business days immediately preceding the day the Escrow Shares are to be delivered to Buyer, and (ii) if shares of the Company's common stock are not so listed, then the fair market value shall be deemed to be the price per share of the Company's common stock as reasonably determined by the Company's Board of Directors based on the value of all shares of the Company's common stock then outstanding.
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