Parent Common Stock Value Sample Clauses
Parent Common Stock Value. The “Option Amount Stock Percentage” shall equal 100% less the Option Amount Cash Percentage. As of the Effective Time, all Company Options shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except, with respect to Company Options, the right to receive payment of the Option Amount. Prior to the Effective Time, the Company, the Company Board and the Committee shall take all actions necessary under the Stock Plan, the award agreements thereunder and otherwise to effectuate the provisions of this Section 2.3(a), including providing notice to the holders of Company Options of such provisions
Parent Common Stock Value over (B) the per share exercise price of such Company Option multiplied by the number of shares of Company Common Stock subject to such Company Option. The Option Amount Cash Percentage of the Option Amount shall be paid in cash. The Option Amount Stock Percentage of the Option Amount shall be paid in the form of Parent Common Stock utilizing the Section 2.3 Parent Common Stock Value. The “Option Amount Cash Percentage”shall be the quotient (expressed as a percentage) of the Per Share Cash Consideration divided by the sum of the Per Share Cash Consideration and the Section 2.3
Parent Common Stock Value. For the purposes of determining the maximum liability under this Section 8, each share of Parent Common Stock shall be deemed to have a value equal to the Parent Stock Price.
Parent Common Stock Value. For purposes of this Agreement, solely with respect to calculating the number of shares of Parent Common Stock constituting the Year 1 Stock Payment or the Year 2 Stock Payment, the "Parent Common Stock Value" shall mean the average of the closing prices of the Parent Common Stock as reported on the OTCBB or other national stock exchange for the last fifteen (15) trading day period ending two (2) days prior to the calculation of the Year 1 PSR Revenue or Year 2 PSR Revenue, as the case may be, during which such time Parent shall implement a black out period prohibiting members of Parent's board of directors and officers from publicly trading shares of Parent Common Stock. Notwithstanding the foregoing, the mechanism for determining the number of shares constituting the "Initial Stock Payment" and the "Parent Common Stock Value" (as heretofore described) only sets forth the manner by which the parties have calculated or will calculate the number of shares of Parent Common Stock issuable with respect to the Initial Stock Payment, Year 1 Stock Payment or Year 2 Stock Payment, as the case may be, and is not intended to represent the actual fair market value of such shares on the date of issuance. In the event that the Parent Common Stock is not reported on the OTCBB or other national stock exchange as of the calculation of the Year 1 Stock Payment or the Year 2 Stock Payment, the "Parent Common Stock Value" shall be determined in good faith by the Board of Directors of Parent. In the event that the Parent Common Stock is not reported on the OTCBB or other national stock exchange and a dispute or disagreement arises relating to the Parent Common Stock Value as determined by the Board of Directors of Parent, which Parent and the PSR Shareholder Representative are unable to resolve by good faith discussions, the Parent Common Stock Value shall be determined by an accounting or valuation firm of nationally recognized standing to be mutually selected by Parent and the PSR Shareholder Representative. Such designated accounting or valuation firm shall make a determination of the Parent Common Stock Value, with Parent and the PSR Shareholders to each pay fifty (50%) of the entire costs and expenses for such services.