Purchaser Stock Value. For purposes of this Agreement, the “Purchaser Stock Value” shall be equal to the numerical average of the closing prices on NASDAQ for one (1) share of Purchaser Stock for the twenty (20) consecutive trading days immediately preceding the last trading day prior to the Closing Date; provided, however, that if, during such twenty (20) trading day period, the Purchaser pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any additional shares of Purchaser Stock (a “Stock Event”), then the Purchaser Stock Value shall be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted shall, from and after the date of such event, be the Purchaser Stock Value. Notwithstanding the foregoing, in no event will the Purchaser Stock Value be less than $7.20 or more than $10.80 (e.g., if the calculation of the Purchaser Stock Value in the first sentence of this paragraph would produce a value of $6.80, then the Purchaser Stock Value will equal $7.20 and if such calculation of the Purchaser Stock Value would produce a value of $12.00, then the Purchase Stock Value will equal $10.80). The floor of $7.20 and the ceiling of $10.80 will be adjusted as necessary to reflect any Stock Event that occurs after the date hereof and prior to the Closing. The Purchaser and the Company shall, prior to the Closing, jointly provide written notice to the Paying Agent stating the Purchaser Stock Value.
Purchaser Stock Value. As used herein, the term "Purchaser Stock Value" shall mean the average over the 30 days immediately preceding the date on which the Contingent Price Notice is delivered of: (A) the last reported sales price of the Purchaser Stock on the New York Stock Exchange, or (B) (if Purchaser Stock Value cannot be determined pursuant to the preceding (A)) the last reported sales price of the Purchaser Stock on such other national security exchange as the Purchaser Stock is then listed or admitted to unlisted trading privileges, or (C) (if Purchaser Stock Value cannot be determined pursuant to the preceding (A) or (B)) the average of the last "ask" quotation and the last "bid" quotation as reported in the Nasdaq National Market System (the "NMS"), or (D) (if Purchaser Stock Value cannot be determined pursuant to the preceding (A), (B) or (C), the average of the last "ask" quotation and the last "bid" quotation in the over-the-counter market as reported by the Nasdaq Stock Market, Inc. (6) APPOINTED REPRESENTATIVES. Each of the Stockholders, except for X.X. Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxxx X. Xxxxx, III and Xxxxxx Xxxxxxxxxx (collectively the "Management Group"), Xxxxx Corporation and Xxxxxxx X. Xxx, hereby irrevocably and severally constitutes and appoints Xxxxx X. Xxxxxxx, Xx. (the "Stockholders Representative") his agent and attorney-in-fact, with full power of substitution and resubstitution in his name, place and stead, and for his use and benefit, to take or cause to be taken or performed any and all actions, deeds and things concerning the Contingent Shares owned by such Stockholder and the consummation of the transactions contemplated by this Agreement as the Stockholders Representative, in his sole discretion, deems necessary. Each of the Stockholders in the Management Group hereby irrevocably and severally constitutes and appoints X. X. Xxxxxxxxxx (the "Management Representative") his agent and attorney-in-fact, with full power of substitution and resubstitution in his name, place and stead, and for his use and benefit, to take or cause to be taken or performed any and all actions, deeds and things concerning the Contingent Shares owned by such Stockholder and the consummation of the transactions contemplated by this Agreement as the Management Representative, in his sole discretion, deems necessary. Xxxxx Corporation hereby irrevocably and severally constitutes and appoints Xxxxxx X. Xxxxx (the "Xxxxx Representative") its...
