Value of Escrow Shares. For 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.
Value of Escrow Shares. For 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 Shares. For purposes of this Agreement, each Escrow Share shall be deemed to have a value of $0.30 per share.
Value of Escrow Shares. For purposes of this Agreement and the Merger Agreement, the value of each Escrow Share (the "Escrow Per Share Value") on a ---------------------- particular date (the "Value Date") shall equal: (i) if GTP's common stock, $.01 par value per share (the "Common Stock") is then traded on a national securities ------------ exchange, the average over the thirty (30) trading days immediately preceding the Value Date of the closing price on each day for a share of Common Stock on the principal national securities exchange on which the Common Stock is then traded; or (ii) if the Common Stock is then traded on the NASDAQ National market, the average over the thirty (30) trading days immediately preceding the Value Date of the last reported sale price on each day of the Common Stock on the NASDAQ National Market; or (iii) if the Common Stock is not then traded on the NASDAQ National Market, the average over the thirty (30) days trading immediately preceding the Value Date of each day's closing bid prices last quoted by an established quotation service for over-the-counter securities; or (iv) if the Common Stock is not publicly traded, the fair market value of the Common Stock as determined by GTP's Board of Directors in good faith, after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions; provided however,if the Common Stock is not traded on a particular day, then the closing price, last reported sale price or closing bid price, as the case may be, shall be the closing price, sale price or closing bid price on such day that the Common Stock was last traded.
Value of Escrow Shares. In the event that any portion of the indemnity obligation of the Target Shareholders is satisfied out of shares of Acquiror Common Stock, the price used to determine the value of each share of Acquiror Common Stock used to satisfy such indemnity obligation shall be equal to the Closing Stock Price.
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 Shares. The 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.
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 deemed to be equal to the closing price per share of Quintiles' Common Stock on the Nasdaq National Market on the Closing Date.
Value of Escrow Shares. For purposes of determining the actual amount of Debt Level Escrow Shares against which the Holding Company shall be entitled to exercise its right of set-off 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 right to set off, all of the Debt Level Escrow Share shall nevertheless be deemed to be owned by the Selling Shareholders and Selling Members that otherwise would have been entitled to receive such shares at the closing of the transactions contemplated by Article III of this Agreement, and, subject to the provisions of Article III of this Agreement, shall be entitled to vote the same and to receive all dividends declared thereon; provided, however, that, notwithstanding the foregoing, all shares issuable pursuant to any stock dividend or stock split declared by the Holding Company with respect to the shares of the Common Stock of the Holding Company which are applicable to any of the Debt Level Escrow Shares shall also be deposited with the Escrow Agent and remain subject to the provisions of this Article.
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 Per Share Price (as adjusted for stock dividends, stock splits or combinations affecting the Escrow Shares).
